Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
Amendment No. 
1
 
FORM
10-Q
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20212022
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
    
 
TB SA ACQUISITION CORP
(Exact name of registrant as specified in its charter)
 
Cayman Islands
001-40260
 
001-40260
N/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
KY

1-1102
(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
 
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 (§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-acceleratedanon-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.
 
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
in Rule 12b-2 ofRule12b-2of
the Exchange Act).    Yes  ☒    No  ☐
As of July
1
4
,August 23, 2022
, 20,000,000 Class A ordinary shares, $0.0001 par value $0.0001 per share (including 20,000,000 Class A ordinary shares subject to possible redemption that are classified as temporary equity), and 5,000,000 Class B ordinary shares, $0.0001 par value, $0.0001 per share, were issued and outstanding, respectively.outstanding.
 
 
 
Table of Contents
EXPLANATORY NOTE
TB SA Acquisition Corp. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on
Form10-Q
for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on
Form10-Q
for the quarterly period ended September 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2021 (the “Original Quarterly Report”) should no longer be relied upon due to the vesting terms of the Company’s Security Assignment Agreement with directors that were not properly evaluated and recorded.
Background of Restatement
On March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to various individuals at a price of $0.0035 per share. Gareth Penny received 100,000 shares, James Crawley received 35,000, Thando Mhlambiso received 30,000, and Ziyanda Ntshona received 30,000 shares, for a total of 195,000 Class B ordinary shares. Within each agreement that was executed with each individual, vesting provisions were defined for the transferred shares. Summarized, the provisions stated that on the date of the Company’s IPO, twenty-five percent of the total transferred shares would vest, with an additional twenty-five percent vesting one year after the Company’s IPO date. The final fifty percent vests on the date the Company consummates its business combination.
The Company has
re-evaluated
the Company’s application of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation,” and notes that the transfer of the Class B Ordinary shares is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering and/or Business Combination). Compensation expense related to the Founders Shares should be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Pursuant to this
re-evaluation
of the Company’s management has determined that the vesting terms and recording of stock compensation expense is not properly recognized in the period vested.
As a result, the Company’s management, together with the Audit Committee, determined on April 14, 2022, that the Company’s financial statements and other financial data as of and for the nine months ended September 30, 2021, should be restated in this
Form10-Q/A
as a result of this error.
As part of the review procedures made by the Company for the
re-evaluation
of ASC 718, the Company reviewed other financial statement accounts and made material adjustments relating to the Company’s accrued liabilities and over-allotment liability under ASC 480, “Distinguishing Liabilities from Equity.”
The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Form
10-Q/A,
and the financial statements and related financial information contained in the Quarterly Report as of September 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2021 should no longer be relied upon. On April 19, 2022, the Company filed a report on Form
8-K
disclosing the
non-reliance
on the financial statements included in the Original Quarterly Report.
These adjustments result in
non-cash,
non-operating
financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.
Internal Control Considerations
In connection with the restatement, management has
re-evaluated
the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of the errors described above, material weaknesses exist in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as a result thereof. Additionally, the Company has concluded that financial reporting controls over corporate governance related to the amended quarterly filing for the period September 30, 2021 was ineffective and that material weaknesses exist. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including enhanced training of our personnel and increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. Management is also designing and implementing additional corporate governance controls to mitigate issues related to financial reporting, including further review of the Company’s accrued liabilities. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Amended Form
10-Q/A.
Table of Contents
TB SA ACQUISITION CORP
Form 10-QForm10-Q
For the Period Ended SeptemberJune 30, 2021
2022
Table of Contents
 
      
Page
 
PART I. FINANCIAL INFORMATION
   
Item 1.
  
Condensed Financial Statements (Unaudited)
1
Unaudited Condensed Balance Sheet as of September 30, 2021 (as Restated)
   1 
   
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021
1
Unaudited Condensed Statements of Operations for the three and six months ended SeptemberJune 30, 2022 and for the three months ended June 30, 2021 and for the period from January 27, 2021 (inception)(Inception) through SeptemberJune 30, 2021 (as Restated)
   2 
   
Unaudited Condensed StatementStatements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 27, 2021 (inception)(Inception) through SeptemberJune 30, 2021 (as Restated)
   3 
   
Unaudited Condensed StatementStatements of Cash Flows for the six months ended June 30, 2022 and for the period from January 27, 2021 (inception)(Inception) through SeptemberJune 30, 2021 (as Restated)
   4 
   
Notes to Unaudited Condensed Financial Statements (as Restated)
   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
   2428 
Item 4.
  
Controls and Procedures
   2528 
  
PART II. OTHER INFORMATION
   
Item 1.
  
Legal Proceedings
   2631 
Item 1A.
  
Risk Factors
   2631 
Item 2.
  
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
   2631 
Item 3.
  
Defaults Upon Senior Securities
   2631 
Item 4.
  
Mine Safety Disclosures
   2631 
Item 5.
  
Other Information
   2731 
Item 6.
  
Exhibits
   2732 
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.
Item 1. Financial Statements (Unaudited)
TB SA ACQUISITION CORP
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2021
(as Restated)
(Unaudited)

   
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  $964,000 
Due to related party   126,065 
      
Total current liabilities
   1,090,065 
Warrant liabilities   6,380,001 
      
Total liabilities
   7,470,066 
      
Commitments and Contingencies
   0  
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share   200,010,548 
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 
Additional paid-in capital
   267,150 
Accumulated deficit   (6,413,132)
      
Total shareholders’ deficit
   (6,145,482)
      
Total Liabilities and Shareholders’ Deficit
  $201,335,132 
      
The accompanying notes are an integral part of these unaudited condensed financial statements.
SHEETS
 
1
Table of Contents
TB SA ACQUISITION CORP
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND
THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021
(as Restated)
(Unaudited)

   
Three Months
Ended
September 30, 2021
  
January 27, 2021
(Inception) Through
September 30, 2021
 
Formation and operating costs
$1,103,855

$1,518,441 
Stock compensation expense  —  

 267,150 
          
Loss from operations
  (1,103,855)
 (1,785,591) 
          
Other Income (Expense)
   

   
Interest income  3,413

 10,548 
Offering expenses related to warrant issuance  —  

 (233,453) 
Change in over-allotment liability  —  

 10,676 
Change in fair value of warrant liabilities  4,620,000

 8,689,999 
          
Total other income
  4,623,413

 8,477,770 
          
Net income
 $3,519,558

$6,692,179 
      
   
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 $0.14

$0.33 
          
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 $0.14

$0.33 
         
   
June 30, 2022
(Unaudited)
  
December 31,
2021
 
Assets
         
Current assets:
         
Cash  $281,749  $252,323 
Prepaid expenses   440,195   555,000 
          
Total current assets
  
 
721,944
 
 
 
807,323
 
Cash held in Trust account   200,304,918   200,014,773 
Prepaid
expenses, non-current
   —     123,164 
          
Total assets
  
$
201,026,862
 
 
$
200,945,260
 
          
Liabilities and Shareholders’ Deficit Current liabilities:
         
Accounts payable and accrued expenses  $1,952,358  $1,582,505 
Working capital loan—related party   525,000   —   
Due to related party   342,004   243,038 
          
Total current liabilities
  
 
2,819,362
 
 
 
1,825,543
 
Warrant liabilities   1,253,333   5,610,000 
          
Total liabilities
  
 
4,072,695
 
 
 
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 $10.02 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively   200,304,918   200,014,773 
Shareholders’ Deficit:
         
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0ne 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
   755,523   267,150 
Accumulated deficit   (4,106,774)   (6,772,706) 
          
Total shareholders’ deficit
  
 
(3,350,751
) 
 
 
(6,505,056
) 
          
Total Liabilities and Shareholders’ Deficit
  
$
201,026,862
 
 
$
200,945,260
 
          
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
21
Table of Contents
TB SA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021
(as Restated)
(Unaudited)
   
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, as restated
  
 
—  
 
  
$
—  
 
  
 
5,750,000
 
 
$
575
 
 
$
267,150  
 
 
$
(13,109,700
) 
 
$
(12,841,975
) 
Forfeiture of Founder Shares   —      —      (750,000)   (75)   75     —     —   
Remeasurement of Class A ordinary shares to redemption value   —      —      —     —     (75)   (7,060
)

  (7,135) 
Net income   —      —      —     —     —     3,187,483   3,187,483 
                                
Balance as of June 30, 2021, as restated
  
 
—  
 
  
$
—  
 
  
 
5,000,000
 
 
$
500
 
 
$
267,150  
 
 
$
(9,929,277
) 
 
$
(9,661,627
) 
Remeasurement of Class A ordinary shares to redemption value   —      —      —     —     —     (3,413)   (3,413) 
Net income   —      —      —     —     —     3,519,558   3,519,558 
                                
Balance as of September 30, 2021
  
 
—  
 
  
$
—  
 
  
 
5,000,000
 
 
$
500
 
 
$
267,150  
 
 
$
(6,413,132
) 
 
$
(6,145,482
) 
                                
   
For the three
months ended
June 30, 2022
  
For the three
months ended
June 30, 2021
  
For the six
months ended
June 30, 2022
  
For the period from

January 27, 2021

(Inception) through
June 30, 2021
 
Formation and operating costs  $612,793  $373,784  $1,252,362  $414,586 
Stock compensation expense   178,223   —     445,373   267,150 
                  
Loss from operations
  
 
(791,016
) 
 
 
(373,784
) 
 
 
(1,697,735
) 
 
 
(681,736
) 
                  
Other Income (Expense)
                 
Interest income   270,087   7,135   290,145   7,135 
Offering expenses related to warrant issuance   —     —     —     (233,453) 
Change in fair value of working capital loan—related party   8,000   —     7,000   —   
Change in fair value of over-allotment liability   —     34,133   —     10,676 
Change in fair value of warrant liabilities   1,386,667   3,519,999   4,356,667   4,069,999 
                  
Total other income
   1,664,754   3,561,267   4,653,812   3,854,357 
                  
Net income
  
$
873,738
 
 
$
3,187,483
 
 
$
2,956,077
 
 
$
3,172,621
 
                  
Weighted average shares outstanding of Class A ordinary share  
 
20,000,000
 
 
 
20,000,000
 
 
 
20,000,000
 
 
 
12,645,161
 
                  
Basic and diluted net income per share, Class A ordinary share  
$
0.03
 
 
$
0.13
 
 
$
0.12
 
 
$
0.18
 
                  
Weighted average shares outstanding of Class B ordinary share  
 
5,000,000
 
 
 
5,000,000
 
 
 
5,000,000
 
 
 
4,838,710
 
                  
Basic and diluted net income per share, Class B ordinary share  
$
0.03
 
 
$
0.13
 
 
$
0.12
 
 
$
0.18
 
                  
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
3
Table of Contents
TB SA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
   
Ordinary Shares
   
Additional

Paid-In

Capital
      
Total
Shareholders’
 
   
Class A
   
Class B
   
Accumulated

Deficit
 
   
Shares
   
Amount
   
Shares
   
Amount
  
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 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
) 
                                   
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND
FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH SEPTEMBERJUNE 30, 2021
(Unaudited)
 
Cash Flows from Operating Activities:
     
Net income  $6,692,179 
Adjustments to reconcile net income to net cash used in operating activities:     
Interest earned on Trust Account   (10,548) 
Stock compensation expense   267,150 
Change in fair value of over-allotment liability   (10,676) 
Change in fair value of warrant liabilities   (8,689,999) 
Offering costs allocated to Warrants   233,453 
Changes in current assets and current liabilities:     
Prepaid assets   (837,958) 
Accounts payable and accrued expenses   964,000 
Due to related party   126,065 
      
Net cash used in operating activities
  
 
(1,266,334
) 
      
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   (772,041) 
      
Net cash provided by financing activities
  
 
201,752,960
 
      
Net Change in Cash
  
 
486,626
 
Cash—Beginning   —   
      
Cash—Ending
  
$
486,626
 
      
Supplemental
Disclosure of Non-Cash Financing
Activities:
     
Remeasurement of Class A ordinary shares subject to possible redemption  $13,693,145 
      
   
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
) 
Forfeiture of Founder Shares   —      —      (750,000)   (75)   75   —     —   
Remeasurement of Class A ordinary shares to redemption value   —      —      —     —     (75)   (7,060)   (7,135) 
Net income   —      —      —     —     —     3,187,483   3,187,483 
                                
Balance as of June 30, 2021
   —     
$
—  
 
  
 
5,000,000
 
 
$
500
 
 
$
267,150
 
 
$
(9,929,277
) 
 
$
(9,661,627
) 
                                
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
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TB SA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
   
For the six months
ended June 30, 2022
  
For the period from
January 27, 2021
(Inception) through
June 30, 2021
 
Cash Flows from Operating Activities:
         
Net income  $2,956,077  $3,172,621 
Adjustments to reconcile net income to net cash provided by operating activities:         
Offering costs allocated to Warrants   —     233,453 
Change in fair value of warrant liabilities   (4,356,667)   (4,069,999) 
Change in fair value of working capital loan—related party   (7,000)   —   
Change in fair value of over-allotment liabilities   —     (10,676) 
Stock compensation expense   445,373   267,150 
Interest earned on Trust Account   (290,145)   (7,135) 
Changes in current assets and current liabilities:         
Prepaid assets   237,969   (998,900) 
Accounts payable and accrued expenses   369,853   567,000 
Due to related party   98,966   64,768 
          
Net cash used in operating activities
  
 
(545,574
) 
 
 
(781,718
) 
          
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   575,000   —   
Proceeds from issuance of Promissory note—related party   —     133,541 
Payments 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
  
 
575,000
 
 
 
201,752,960
 
          
Net Change in Cash
  
 
29,426
 
 
 
971,242
 
Cash—Beginning   252,323   —   
          
Cash—Ending
  
$
281,749
 
 
$
971,242
 
          
Supplemental Disclosure of Non-Cash Financing
Activity:
         
Proceeds received in excess of initial fair value of working capital loan—related party  $43,000  $—   
          
Remeasurement of Class A ordinary shares subject to possible redemption  $290,145  $13,689,732 
          
The accompanying notes are an integral part of these unaudited condensed financial statements.
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TB SA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1—1 — Organization and Business Operations
Organization and General

TB SA Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating its Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end.
As of SeptemberJune 30, 2021,2022, the Company had not yet commenced any operations. All activity through SeptemberJune 30, 2021,2022, relates to the Company’s formation and preparation for its initial public offering (“Initial Public Offering” or “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.
Financing
The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “public shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4.3.
Simultaneously with the closing of the IPO, the Company consummated the sale of 4,333,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5.4.
Transaction costs amounted to $4,772,041 consisting of $4,000,000 of underwriting fees and $772,041 of other offering costs. Of the total transaction cost $233,453 was reclassedreclassified to expense as
non-operating
expense in the condensed statements of operations with the rest of the offering costs charged to shareholders’ equity.deficit. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.
Trust Account
Following the closing of the IPO on March 25, 2021, an amount of $200,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185
days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule2a-7 of
Rule 2a-7of
the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete its initial Business Combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
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Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.
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.
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The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
The Company will have 24 months from the closing of the IPO (with the ability to extend with shareholder approval) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.
The Company’s sponsor, TCP SA, LLC, a Cayman Islands limited liability company (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), Private Placement Warrants and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial Business Combination within the Combination Period.
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the
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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 share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.
Liquidity and Going Concern Consideration
As of SeptemberJune 30, 2021,2022, the Company had approximately $487,000$281,749 in its operating bank account, and a working capital deficitdeficiency of approximately $29,000.$2,097,418. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of SeptemberJune 30, 2021,2022, none of the amount in the Trust Account was available to be withdrawn as described above.
Through September 30, 2021, theThe Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in orderthe Company’s Sponsor has agreed to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, provideloan the Company with working capital loans.up to $1,500,000 in funds as may be required (“Working Capital Loans”). Such Working Capital Loans are evidenced by convertible promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants equal to $1.50 per Private Warrant. As of SeptemberJune 30, 2022, and December 31, 2021, there were 0 amounts outstanding under any working capital loan.$575,000 and $0, respectively, was drawn on the Working Capital Loan, presented at its fair value of $525,000 and $0, respectively (See Note 5).
Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6)5) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6)5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
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The Company does not believehas performed an assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic
205-40,
“Presentation of Financial Statements — Going Concern.” The Company has until March 22, 2023, to consummate an initial Business Combination. It is uncertain that it will needbe able to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking
in-depth
due diligence and negotiating aconsummate an initial Business Combination by this time. If an initial Business Combination is less thannot consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the actual amount necessary to do so,Company. Additionally, the Company may not have insufficient funds availablesufficient liquidity to operate its business prior tofund the working capital needs of the Company through one year from the issuance of these unaudited condensed financial statements. The Company has determined that the liquidity condition and mandatory liquidation, should an initial Business Combination.
These conditions raiseCombination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of a Business Combination or one year from the issuance date of the financial statements. These financial statements do not include anyconcern. No adjustments relatinghave been made to the recoverycarrying amounts of the recorded assets or the classification of the liabilities that might be necessary should the Company be unablerequired to continue as a going concern.liquidate after March 22, 2023.
Risks and Uncertainties
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency becauseResults of a new strain of coronavirus (the
“COVID-19
outbreak”). In March 2020, the WHO classified the COVID-19outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the
COVID-19
outbreak continues to evolve. The impact of the
COVID-19
outbreak on the Company’s financial position will depend on future developments, including the durationoperations and spread of the outbreak and related advisories and
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restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initialthe Proposed Business Combination may be materially adversely affected due to significant governmental measures being implemented to containby various factors that could cause economic uncertainty and volatility in the
COVID-19
outbreak or treat financial markets, many of which are beyond its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner.control. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which maybusiness could be impacted by, among other things, downturns in the
financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the
COVID-19
outbreakpandemic, including resurgences and the resulting market downturn.emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.
Note 2—Restatement of Previously Issued Financial Statements
The Company has
re-evaluated
the Company’s application of ASC 718, “Compensation—Stock Compensation,” and notes that the transfer of the Class B Ordinary shares is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering and/or Business Combination). Compensation expense related to the Founders Shares should be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Pursuant to this
re-evaluation,
the Company’s management has determined that the vesting terms and recording of stock compensation expense is not properly recognized in the period vested.
In addition to the Company’s
re-evaluation
of ASC 718, the Company also made a material adjustment to the Company’s accrued liabilities as of September 30, 2021. Furthermore, the Company
re-evaluated
its application of ASC 480, “Distinguishing Liabilities from Equity,” for the underwriter’s over-allotment option, of which the Company evaluated that a liability existed as of March 31, 2021 that was extinguished during the three months ended June 30, 2021 and should be presented within the unaudited statement of operations for the period from January 27, 2021 (inception) through September 30, 2021.
The following tables present the impacts of the adjustments stated above:
Balance Sheet as of September 30, 2021 (unaudited)
  
As Reported
  
Adjustment
  
As Restated
 
Accrued Expenses
  $167,000  $797,000  $964,000 
Total Liabilities
   6,673,066   797,000   7,470,066 
Class A ordinary shares subject to possible redemption
   200,000,000   10,548   200,010,548 
Additional
 
Paid-In
 
Capital
   —     267,150   267,150 
Accumulated Deficit
   (5,338,434)   (1,074,698)   (6,413,132) 
Total Shareholders’ Deficit
   (5,337,934)   (807,548)   (6,145,482) 
    
Statement of Operations for the period from January 27, 2021 (Inception) through September 30, 2021
(unaudited)
  
As Reported
  
Adjustment
  
As Restated
 
Formation and operating costs
  $(791,441)  $(727,000)  $(1,518,441) 
Stock Compensation Expense
   —     (267,150)   (267,150) 
Offering expenses related to warrant issuance
   (228,331)   (5,122)   (233,453) 
Change in fair value over-allotment liability
   —     10,676   10,676 
Net Income
   7,680,775   (988,596)   6,692,179 
Basic and diluted net income per share, Class A ordinary shares
   0.38   (0.05)   0.33 
Basic and diluted net income per share, Class B ordinary shares
   0.38   (0.05)   0.33 
    
Statement of Operations for three months ended September 30, 2021 (unaudited)
  
As Reported
  
Adjustment
  
As Restated
 
Formation and operating costs
  $(461,855)  $(642,000)  $(1,103,855) 
Net Income
   4,161,558   (642,000)   3,519,558 
Basic and diluted net income per share, Class A ordinary shares
   0.17   (0.03)   0.14 
Basic and diluted net income per share, Class B ordinary shares
   0.17   (0.03)   0.14 
    
Statement of Cash Flows for the period from January 27, 2021 (Inception) through September 30, 2021
(unaudited)
  
As Reported
  
Adjustment
  
As Restated
 
Net Income
  $7,680,775  $(988,596)  $6,692,179 
Stock Compensation Expense
   —     267,150   267,150 
Offering expenses related to warrant issuance
   228,331   5,122   233,453 
Change in fair value over-allotment liability
   —     (10,676)   (10,676) 
Accounts Payable and Accrued Expenses
   167,000   797,000   964,000 
Payment of offering costs
   (702,041)   (70,000)   (772,041) 
    
Statement of Shareholders’ Deficit for the period from January 27, 2021 (Inception) through
September 30, 2021 (unaudited)
  
As Reported
  
Adjustment
  
As Restated
 
Fair value of Founder Shares transferred to Directors
  $—    $267,150  $267,150 
Remeasurement of Class A ordinary shares for the period from January 27, 2021 (Inception) through March 31, 2021
   (13,607,043)   (75,554)   (13,682,597) 
Remeasurement of Class A ordinary shares, for the three months ended June 30, 2021
   —     (7,135)   (7,135) 
Remeasurement of Class A ordinary shares, for the three months ended September 30, 2021
   —     (3,413)   (3,413) 
Net Income (Loss) for the period from January 27, 2021 (Inception) through March 31, 2021
   280,867   (295,729)   (14,862) 
Net Income for the three months ended June 30, 2021
   3,238,350   (50,867)   3,187,483 
Net Income for the three months ended September 30, 2021
   4,161,558   (642,000)   3,519,558 
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Note 3—2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been preparedare presented in accordanceU.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form10-Qand Article 8 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.SEC. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.required by GAAP. In the opinion of management, the accompanying unaudited condensed financial statements includereflect all adjustments, consisting of awhich include only normal recurring nature, which areadjustments necessary for athe fair presentationstatement of the financial position, operatingbalances and results and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as audited financial statements and notes thereto included in the Form
10-K
filed by the Company with the SEC on March 24, 2021, as well as the Company’s Current Reports on Form
8-K.May 4, 2022.
The interim results for the three months ended September 30, 2021 and for the period from January 27, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act
exempts
emerging growth companies
from
being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a
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Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities and convertible promissory note. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did 0t have any cash equivalents as of June 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account
At SeptemberJune 30, 2022 and December 31, 2021, the Trust Account had $200,010,548$200,304,918 and $200,014,773 held in marketablemoney market funds, respectively, which are invested primarily in U.S. Treasury securities. For the period from January 27, 2021 (inception) through SeptemberJune 30, 2021,2022, the Company did 0t withdraw any interest income from the Trust Account to pay its tax
obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheetsheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statementcondensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At SeptemberJune 30, 2022 and December 31, 2021, the Company has not experienced losses on this account.
Class A Ordinary Shares Subject to Possible Redemption
All of the 20,000,000
 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in
ASC 480-10-S99, redemption
provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit.
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Net Income Perper Ordinary Share
The
Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential ordinarycommon shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earningsnet income per share for the three and six months ended SeptemberJune 30, 2022, for the three months ended June 30, 2021 and for the period from January 27, 2021 (inception)(Inception) through SeptemberJune 30, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.
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The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:
 
   
For the three months ended

June 30, 2022
   
For the three months ended

June 30, 2021
 
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share:                    
Numerator:                    
Allocation of net income  $698,990   $174,748   $2,549,986   $637,497 
Denominator:                    
Weighted-average shares outstanding   20,000,000    5,000,000    20,000,000    5,000,000 
                     
Basic and diluted net income per share  $0.03   $0.03   $0.13   $0.13 
                     
   
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  $2,815,646   $703,912   $5,075,904   $1,616,275 
Denominator:                    
Weighted-average shares outstanding   20,000,000    5,000,000    15,384,615    4,898,785 
                     
Basic and diluted net income per share  $0.14   $0.14   $0.33   $0.33 
                     
   
For the six months ended

June 30, 2022
   
For the period from

January 27, 2021 (inception)

through

June 30, 2021
 
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share:                    
Numerator:                    
Allocation of net income  $2,364,862   $591,215   $2,294,589   $878,032 
Denominator:                    
Weighted-average shares outstanding   20,000,000    5,000,000    12,645,161    4,838,710 
                     
Basic and diluted net income per share  $0.12   $0.12   $ 0.18   $0.18 
                     
Offering Costs
The Company complies with the requirementsrequiremen
t
s of FASB
ASC 340-10-S99-1 and 340-10-S99-1and
SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equityshareholders’ deficit upon the completion of the IPO. Accordingly, on March 31, 2021, offering costs totaling $
4,772,041
$4,772,041 have

been charged to
stockholders’
equity shareholders’ deficit (consisting of $
4,000,000
$4,000,000 of underwriting fees and $
772,041
$772,041 of other offering costs). Of the total transaction cost $
233,453
$233,453 was reclassedreclassified to expense as
a
non-operating
expense in the statementcondensed statements of operations with the rest of the offering cost charged to
stockholders’
equity. shareholders’ deficit. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the
fair value of the public warrant liabilities and the Class A ordinary shares.
Fair Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet.sheets.
Working Capital Loans—Related Party
The
Company accounts for the loan under ASC 815, Derivatives and Hedging (“ASC 815”). Under
815-15-25,
the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for the loan. Using the fair value option, the loan is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as
non-cash
gains or losses in the condensed statements of operations.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,
is
re-assessed
at the end of each reporting period.
The Company accounts for its 11,000,000 ordinary share Warrants issued in
connection
with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with
ASC
815-40. Accordingly,
Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject
to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statementcondensed statements of operations. The fair value of Warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations as of the initial measurement date, and for the Private Placement Warrants, as of subsequent measurement dates (see Note 1
1
)10).
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The Company granted the underwriters
a
45-day
option at the Initial Public Offering date to purchase up to 3,000,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance date with a change in fair value recorded at March 31, 2021 and the date at which the over-allotment option expired unexercised during the three months ended June 30, 2021.

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Share-Based Compensation
The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date using a Monte-Carlo simulation approach and was determinedof grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares.
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Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.forfeited (see Note 9).​​​​​​​
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of SeptemberJune 30, 2022 and December 31, 2021, there were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Recent Accounting Standards
In August 2020, the FASB issued Accounting Standards Update (“ASU”)
2020-06,
Debt—Debt with Conversion and Other Options (Subtopic
(Subtopic470-20)470-20)
and ASC
ASC815-40815-40
(“ASU
(“ASU2020-06”2020-06”)
to simplify accounting for certain financial instruments. ASU
ASU2020-062020-06
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
ASU2020-062020-06
amends the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible instruments. ASU
ASU2020-062020-06
is effective January 1, 2022for fiscal year 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
ASU2020-062020-06
would have on its financial position, results of operations or cash flows.
In June 2022, the FASB issued ASU
2022-03,
ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements.
Management does not believe that there any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Note 4—3 — Initial Public Offering
Pursuant to the IPO, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share,, par value $0.0001 per share,
and
one-third
of one redeemable warrant (each, a “Public
Warrant” and collectively, the “Public Warrants”). Each whole Public
Warrant entitles the holder to purchase 1 Class A ordinary share at a price of $11.50 per share.
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As
of
September June 30, 2022 and December 31, 2021,
, the Class A ordinary shares reflected on the condensed balance sheetsheets are reconciled in the following table:
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   290,145 
      
Class A ordinary shares subject to possible redemption at June 30 2022
  
$
200,304,918
 
      
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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:     
Accretion of carrying value to redemption value   13,693,145 
Class A ordinary shares subject to possible redemption
  $200,010,548 
Note 5—4 — Related Party—Private Placement Warrants
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per warrant ($6,500,001 in the aggregate) (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase 1one Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.
The Private Placement Warrants will be identical to Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) (including the ordinary shares issuable upon exercise of these Warrants) will be entitled to certain registration rights.
If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares (as described in Note 7)5) and public shares held by them in connection with the completion of the initial Business Combination or certain amendments to the amended and restated memorandum and articles of association. In addition, the Sponsor, officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the prescribed time frame. However, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the initial Business Combination within the prescribed time frame. In the event that the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor will agree to vote any Founder Shares held by it and any public shares purchased during or after the IPO in favor of the initial Business Combination and the officers and directors will also agree to vote any public shares purchased during or after the IPO in favor of the initial Business Combination.

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Note 6—5 — Related Party Transactions
Founder Shares
On February 1, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, we effected a share surrender resulting in our initial shareholders holding 5,750,000 Class B ordinary shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.
The initial shareholders, officers and directors have agreed not to transfer or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Company’s initial Business Combination and (b) subsequent to the Company’s initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any
30-trading 30-tradingday
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completecompletes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The Private Placement Warrants and the respective Class A ordinary shares underlying such Warrants are not transferable or salable until 30 days after the completion of the Company’s initial Business Combination. The foregoing restrictions will not be applicable to transfers (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public shareholders having the right to 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.
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On March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to various individuals at a price of $0.0035 per share. Gareth Penny received 100,000 shares, James Crawley received 35,000, Thando Mhlambiso received 30,000, and Ziyanda Ntshona received 30,000 shares, for a total of 195,000 Class B ordinary shares. Within each agreement that was executed with each individual, vesting provisions were defined for the transferred shares. Summarized, the provisions provided on the date of the Company’s IPO,twenty-five percent of the total transferred shares would vest, with an additionaltwenty-fivepercent vesting one year 
after the Company’s IPO date.date or on March 22, 2022. The final
 fifty percenpercentt vests on the date the Company consummates its business combination.
On June 30, 2022, the Company’s Sponsor transferred a total of 75,000 shares of Class B ordinary shares of the Company to Ofentse Molefe, the Company’s appointed Vice President of Business Development. The executed agreement with Ofentse Molefe provided a vesting schedule specifying that 4,167 shares will vest per month beginning on June 1, 2021 and fully vesting 18 months from the beginning date. The amount of vested shares shall not exceed 75,000
shares. As
 of June 30, 2022, 13 months have elapsed since the beginning of the vesting period.
The transfer of the Class B Ordinary shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering and/or Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. See Note 109 for the Company’s vesting schedule and accounting treatment over the transferred Class B ordinary shares under ASC 718.
Consulting Arrangements
On March 15, 2021, the Company engaged James Crawley as Chief Financial Officer of the Company to perform executive services. As part of the agreement, James Crawley is to receive $2,000 on a weekly basis or approximately $8,667 per month beginning on March 1, 2021. As of June 30, 2022 and December 31, 2021, the Company has incurred and paid approximately
$
52,000 and
$86,670, respectively, related to services rendered by James Crawley.
On April 26, 2021, the Company engaged Ofentse Molefe as a consultant to render services to the Company. As part of the agreement, Ofentse Molefe is to receive $140,000 annually beginning on June 1, 2021, which is to be paid out on a monthly basis at $11,667 per month. As of June 30, 2022 and December 31, 2021, the Company has incurred and paid $70,000 and $81,667, respectively, related to services rendered by Ofentse Molefe.
Promissory Note—Related Party
On
February 1, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $
300,000
.
$300,000. The Note is
non-interest
bearing and payable on the earlier of (i) December 31, 2021, or (ii) the IPO. As of the consummation of the IPO on March 25, 2021,
, the Company had borrowed $
133,541
$133,541 under the Note. On April 16, 2021, the Company repaid the Note in full. As of September 30, 2021, there is 0 balance owed on the Note and it is
no
longer available to be drawn upon.
Due to Related Party
The Sponsor and an affiliate of the Sponsor have charged the Company for support charges under the administrative support agreement and other reimbursable expenses incurred in connection the Company’s operations
.
operations. As of SeptemberJune 30, 2022 and December 31, 2021, the Company owed the Sponsor an aggregate
of $126,065, comprised$342,004 and $243,038, respectively, of administrativewhich mainly consist of admin support service fees of $60,000 and other reimbursements of $66,065Tower Brook personnel expenses.
.
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Administrative Support Agreement
Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended SeptemberJune 30, 2022, the Company incurred $30,000 and $60,000 of administrative support services, respectively, of which $45,428 is included in due to related party in the accompanying condensed balance sheet as of June 30, 2022. For the three months ended June 30, 2021, and the period from January 27, 2021 (inception) to SeptemberJune 30, 2021, the Company incurred $30,000 and $62,000$32,000 of administrative support expense, respectively.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company wouldwill repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On February 28, 2022, the Company issued a Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $275,000 for working capital and other general corporate purposes. The loan is
non-interest
bearing and payable on June 30, 2023. At the option of the Sponsor, the outstanding principle of the loan may be converted into warrants (“Conversion Warrants”) equal to the outstanding principle of the loan divided by $1.50. On June 9, 2022, the Company issued a Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 for working capital and other general corporate purposes. The loan is
non-interest
bearing and payable on June 30, 2023. At the option of the Sponsor, the outstanding principle of the loan may be converted into warrants (“Conversion Warrants”) equal to the outstanding principle of the loan divided by $1.50. As of SeptemberJune 30, 2022, $575,000 was drawn on the loan, presented at its fair value of $525,000 on the accompanying condensed balance sheet. As of December 31, 2021, the Company had 0 outstanding borrowings under the Working Capital Loans.Loan borrowings.
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Note 7—6 — Commitments & Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or Warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the Effective Date requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting and Marketing Agreement
The Company has granted
the underwriter a 45-day option 45-dayoption
from March 25, 2021, to purchase up to an
additional
3,000,000
Units to cover over-allotments. On
May 7, 2021,
, the underwriter’s over-allotment option expired unexercised.
On March 25, 2021, the Company paid a fixed underwriting
discount
of $0.20 per Unit, or $4,000,000 in the aggregate. Additionally, the underwriter and TowerBrookTower Brook Financial, L.P. will assist the Company in holding
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meetings
with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of 3.5% ($7,000,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.
Note 8—7 — Shareholders’ EquityDeficit
Preference Shares
—
The Company is authorized to issue a total of
5,000,000
preference shares at par value of $
0.0001
$0.0001 each. At SeptemberJune 30, 2022 and December 31, 2021, there were
0
preference shares issued or outstanding.
Class
 A Ordinary Shares
—
The Company is authorized to issue a total of
500,000,000
Class A ordinary shares at par value of $
0.0001
$0.0001 each. At SeptemberJune 30, 2022 and December 31, 2021, there were
0
Class A ordinary shares issued or outstanding, excluding
20,000,000
shares subject to possible redemption.
Class
 B Ordinary Shares
—
The Company is authorized to issue a total of
50,000,000
Class B ordinary shares at par value of $
0.0001
$0.0001 each. At SeptemberJune 30, 2022 and December 31, 2021, there were
5,000,000
Class B ordinary shares issued or outstanding.
Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a simple majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than
50
% 50% of the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, only holders of the Company’s Founder Shares will have the right to vote on the election of directors. Holders of the Company’s public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of the Company’s Founder Shares may by ordinary resolution remove a member of the board of directors for any reason. The provisions of the Company’s amended and restated memorandum and articles of association governing the appointment or removal of directors prior to the Company’s initial Business Combination may only be amended by a special resolution passed by not less
than
two-thirds
of the Company’s ordinary shares who attend and vote at the Company’s shareholder meeting which shall include the affirmative vote of a simple majority of the Company’s Class B ordinary shares.
Note 9—8 — Warrants
Each
whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $
11.50
$11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $
9.20
$9.20 per ordinary share (with such issue price
or effective issue price to be determined in good faith by the Company’s board
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of directors and, in the
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case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price
of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “—Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00” and “—Redemption of Warrants when the price per Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “—Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
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 Warrants 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,elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable 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, Warrant 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 reasonable 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” (as defined below) less the exercise price of the Warrants 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.
Redemption of Warrants
when the price per Class
A ordinary share equals or exceeds $18.00.
Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants):
 
in whole and not in part;
 
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at a price of $0.01 per warrant;
 
upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and
 
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per 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 a
30
-trading30-trading
day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.
The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However, the price of the
Class A ordinary shares may fall below the $18.00 redemption trigger price (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”) as well as the $11.50 (for whole shares) Warrant exercise price after the redemption notice is issued.
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Redemption of Warrants when the price per Class
 A ordinary share equals or exceeds $10.00.$10.00
. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:
 
in whole and not in part;
 
at $0.10 per$0.10per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table sets forth ender “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined above) except as otherwise described below; and
 
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 the
30
-trading
daythe30-tradingday period ending three trading days before the Company sends the notice of redemption to the Warrant holders.
Note 10—9 — Share-Based Compensation
On March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to individuals at a price of $0.0035 per share. Within each transfer agreement that was executed with each director, vesting provisions were defined for the transferred shares. Summarized, the provisions provided on the date of the Company’s IPO
 or March 12, 2021, twenty
-five percent of the total transferred shares would vest, with an additional twentytwenty-five-five percent vesting one year 
after the Company’s IPO date.date or March 12, 2022. The final
 fifty percent vests on the date the Company consummates its business combination.combination
.
The fair value of the Founder Shares on the grant date or March 12, 2021 was
 $5.48 per share, based upon a valuation performed by the Company. The valuation performed by the Company determined the fair value of the shares on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the award amounted to $1,068,600, of which $267,150 was recorded as stock compensation expense during the period from January 27, 2021 (inception) through SeptemberDecember 31, 2021 and $267,150 was recorded during the six months ended June 30, 2021,2022, respectively, which representsrepresent the vesting of twenty-fifty percentfive percent of the transferred shares.shares in total.
A summary of the restricted share award and restricted unit activity of the Founder Shares transferred on March 12, 2021 for period from January 27, 2021 (inception) through SeptemberDecember 31, 2021 and for the six months ended June 30, 20212022 is as follows:
 
   
Number of
Shares
 
Granted on March 12, 2021
   195,000 
Forfeited
   —   
Vested
   (48,750) 
   
 
Unvested Outstanding at September 30,December 31, 2021
146,250
Vested   146,250(48,750) 
   
Unvested Outstanding at June 30, 2022
 
97,500
 
 
A summary vesting schedule for the Company’s transferred founder’s shares can be seen below:
 
   Amount
Vested		 
Amount vested on March 25, 2021, the Company’s IPO date (represents 25% of shares vested or 48,750 shares)
  $267,150 
Amount vesting on March 25, 2022, one year from the Company’s IPO date (represents 25% of shares vested or 48,750 shares)
   267,150 
Amount vesting 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 
   
 
 
 
   
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 vested on March 22, 2022, one year from the Company’s IPO date (represents 25% of shares vested or 48,750 shares)   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
 
      
 
17
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On June 30, 2022, the Company’s Sponsor transferred a total of 75,000 shares of Class B ordinary shares of the Company to Ofentse Molefe, the Company’s appointed Vice President of Business Development. The executed agreement with Ofentse Molefe provided a vesting schedule specifying that 4,167 shares will vest per month beginning on June 1, 2021 and fully vesting 18 months from the beginning date. The amount of vested shares shall not exceed 75,000 shares.
The fair value of the Founder Shares on the grant date of June 30, 2022 was
 $3.29 per share, by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the award amounted to $246,750, of which 0amount was recorded as stock compensation expense during the period from January 27, 2021 (inception) through December 31, 2021 and $178,223 
was recorded during the six months ended June 30, 2022, which represent the vesting of 54,171 shares o
ver
 the course of
 13
elapsed months since the beginning of the vesting period.
A summary of the restricted share award and restricted unit activity of the Founder Shares transferred on June 30, 2022 for the six months ended June 30, 2022 is as follows:
Number of
Shares
Granted on June 30, 202275,000
Forfeited—  
Vested(54,171) 
Unvested Outstanding at June 30, 2022
20,829
A summary vesting schedule for the Company’s transferred founder’s shares can be seen below:
   
Amount
Vested
 
Amount vested retrospectively from June 1, 2021 through June 30, 2022

  $178,223 
Amount to be vested upon the Company’s consummation of a successful business combination or November 30, 2022 (represents five additional months of vesting)   68,527 
      
Total vesting amount
  
$
246,750
 
      
Total unrecognized compensation expense related to unvested Founder Shares at SeptemberJune 30, 20212022 amounted to $801,450$602,827 and is expected to be recognized once defined intervals within the executed transfer agreements are met, such as the consummation of a business combination.
Note 11—10 — Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
 
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The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at SeptemberJune 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
   
June 30, 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  $200,304,918   $200,034,831    —      —   
                     
Liabilities:                    
Working capital loan—related party   525,000    —      —      525,000 
                                                                                             
Warrant liabilities—Public   733,333    733,333    —      —   
Warrant liabilities—Private   520,000    —      —      520,000 
                     
   $1,778,333   $733,333   $—     $1,045,000 
                     
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
   
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   $3,400,000   $—     $2,210,000 
                     
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Warrants and Working Capital Loan


  
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    —      —   
                     
Liabilities:                    
Warrant liabilities—Public   3,866,667    3,866,667    —      —   
Warrant liabilities—Private   2,513,334    —      —      2,513,334 
                     
   $6,380,001   $3,866,667   $—
 
 		   $2,513,334 
                     
The Company utilizedWarrants and loan are accounted for as liabilities in accordance with ASC
815-40
on the Condensed Balance Sheets. The warrant liabilities and loan are measured at fair value at inception and on a Monte Carlo simulation model to value the Warrants at the initial measurement date and, for the Private Placement Warrants, at each subsequent reporting period,recurring basis, with changes in fair value recognizedpresented within change in fair value of warrant liabilities and loan in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of comparable SPAC warrants that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury
zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The Company utilized a Black-Scholes Option Pricing model to value the over-allotment liability at the initial measurement and at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the over-allotment liability is determined using Level 3 inputs. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The over-allotment option expired unexercised during the three months ended June 30, 2021, and as such, 0 liability existed as of September 30, 2021.Measurement
Warrants
As of SeptemberJune 30, 2022 and December 31, 2021, the Company utilized the quoted market price for the fair value of the Public Warrants, and the public warrant liabilities were transferred to Level 1.
The aforementioned warrant liabilities and/or over-allotment liability are not subject to qualified hedge accounting.
The following table provides quantitative information regarding Level 3 warrants fair value measurements:
   
At
June 30, 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   0.05%   10.0% 
Risk-free rate   3.03%   1.47% 
Dividend yield   0.0%   0.0% 
The following table presents the changes in the fair value of warrants liabilities:
   
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
 
Change in fair value   (520,000)    (866,667)    (1,386,667) 
                
Fair value as of June 30, 2022
  
$
520,000
 
  
$
733,333
 
  
$
1,253,333
 
                
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were transfers out of Level 3 into Level 1 of $9,133,333 in the fair value hierarchy for the year ended December 31, 2021 for the Public Warrants. As of June 30, 2022 and December 31, 2021, the Company utilized the quoted market price for the fair value of the Public Warrants.
Working Capital Loan
   
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% 
 
        
Over-Allotment Liability
   
Unit price
  $9.75  $—   
Exercise price
  $10.00  $—   
Term (in years)
   0.12   —   
Volatility
   4.48%   —  % 
Risk-free rate
   0.025%   —  % 
Dividend yield
   0.0%   —  % 
On February 28, 2022, June 9, 2022, and June 30, 2022, the Company used a
yield-to-maturity
bond pricing model to value the loan. The loan is classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs.
The key inputs into the pricing model for the loan was as follows:
   
At
June 30, 2022
  
At
June 9, 2022
  
At
February 28, 2022
 
Term (years)   1.00   1.06   1.33 
Selected Debt Yield Rate (B and BB rated bond yields)   9.5%   8.0%   6.0% 
Stock price  $9.73  $9.73  $9.73 
Strike price  $11.50  $11.50  $11.50 
Volatility   0.05%   5.10%   6.81% 
Risk-free rate   3.02%   3.07%   1.76% 
Dividend yield   0.0%   0.0%   0.0% 
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The following table presents the changes in the fair value of loan Level 3 liabilities:
 
   
Warrant
Liabilities
   
Over-Allotment

Liability
 
Fair value as of January 27, 2021  $—    
$
 
—

Initial measurement on March 25, 2021   15,070,000   
 
10,676
 
Change in fair value   (550,000)   
 
23,456
 
Fair value as of March 31, 2021  
$
14,520,000  
$
 
34,132
 
Change in fair value   (3,519,999)   
 
(34,132
)
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
 
Issuance of working capital loan at June 9, 2022   300,000 
Initial measurement of draw on working capital loan—related party on June 9, 2022   (23,000) 
Change in fair value of working capital loan at June 30, 2022   (8,000) 
      
Fair value at June 30, 2022
  
$
525,000
 
There were 0 transfers in or out of Level 3 from other levels in the fair value hierarchy during the six months ended June 30, 2022 for the working capital loan.
Note 11—11 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
 
2
1
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References in this quarterly report on Form
10-Q
(the “Report”) to “we,” “us” or the “Company” refer to TB SA Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to TCP SA, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
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
Rule2a-7of
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.
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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.
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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our Initial Public Offering and identifying a target company for our initial Business Combination. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate
non-operating
income in the form of interest income on cash and cash equivalents held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the period from January 27, 2021 (inception) through Septemberthree months ended June 30, 2021,2022, we had a net income of $6,692,179.$873,738. We recorded a gain on the change in fair value of warrants of $8,689,999$1,386,667, change in fair value of working capital loan—related party of $8,000 and interest income of $270,087, offset by stock compensation of $178,223, formation and operating costs of $612,793 consisting mostly of general and administrative expenses.
For the six months ended June 30, 2022, we had a net income of $2,956,077. We recorded a gain on the change in fair value of warrants of $4,356,667, change in fair value of working capital loan—related party of $7,000 and interest income of $290,145, offset by stock compensation of $445,373, formation and operating costs of $1,252,362 consisting mostly of general and administrative expenses.
For the three months ended June 30, 2021, we had a net income of $3,187,483. We recorded a gain on the change in fair value of warrants of $3,519,999 and a change in fair value of over-allotment liability of $34,133 and interest income of $7,135, offset by $373,784 of formation and operating costs consisting mostly of general and administrative expenses.
For the period from January 27, 2021 (inception) through June 30, 2021, we had a net income of $3,172,621. We recorded a gain on the change in fair value of warrants of $4,069,999 and a change in value of over-allotment liability of $10,676 and interest income of $7,135, offset by $233,453 of offering costs allocated to warrants, $267,150 of stock compensation expense, and $1,518,441$414,586 of formation and operating costs consisting mostly of general and administrative expenses.
For the three months ended September 30, 2021, we had a net income of $3,519,558. We recorded a gain on the change in fair value of warrants of $4,620,000, offset by $1,103,855 of formation and operating costs consisting mostly of general and administrative expenses.
As a result of the restatement described in Note 2 to the financial statements included herein, we have
re-evaluated
our application of ASC 718, “Compensation—Stock Compensation,” and note that the transfer of the Class B Ordinary shares is in the scope of ASC 718. We have, as such, recorded compensation expense related to the Founders Shares within our accompanying condensed financial statements.
In addition to our
re-evaluation
of ASC 718, we also
re-evaluated
our application of ASC 480, “Distinguishing Liabilities from Equity,” for the underwriter’s over-allotment option, of which we recorded a liability and changed in value of the over-allotment liability within the condensed financial statements.
Furthermore, we have analyzed the impacts of deferred legal fees that were not recorded in the original filing of the Form
10-Q
for the period ended September 30, 2021. These deferred legal fees have been recorded and are presented within the financial statements of this quarterly report.
Liquidity and Capital ResourcesGoing Concern
As of SeptemberJune 30, 2021, the Company2022, we had approximately $487,000$281,749 in itsour operating bank account and working capital deficitdeficiency of approximately $29,000.$2,097,418. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of SeptemberJune 30, 2021,2022, none of the amount in the Trust Account was available to be withdrawn as described above.
Through September 30, 2021, the Company’sOur liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in orderthe Company’s Sponsor has agreed to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, provideloan the Company with working capital loans.up to $1,500,000 in funds as may be required (“Working Capital Loans”). Such Working Capital Loans are evidenced by convertible promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants equal to $1.50 per Private Warrant. As of SeptemberJune 30, 2022, and December 31, 2021, there were no amounts outstanding under any working capital loan.$575,000 and $0, respectively, was drawn on the Working Capital Loan, presented at its fair value of $525,000 and $0, respectively.
Until consummation of our initial Business Combination, the Companywe will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6 to our financial statements)working capital loans from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 65 to our financial statements), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial Business Combination.
The Company doesWe have performed an assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic
205-40,
“Presentation of Financial Statements — Going Concern.” We have until March 22, 2023, to consummate an initial business combination. It is uncertain that we will be able to consummate an initial business combination by this time. If an initial business combination is not believe itconsummated by this date, there will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimatesbe a mandatory liquidation and subsequent dissolution of the costsCompany. Additionally, we may not have sufficient liquidity to fund the working capital needs of undertaking
in-depth
due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, the Company maythrough one year from the issuance of these financial statements. We have insufficient funds available to operate itsdetermined that the liquidity condition and mandatory liquidation, should an initial business prior to the initial Business Combination.
These conditions raisecombination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of a Business Combination or one year from the issuance date of the financial statements. These financial statements do not include anyconcern. No adjustments relatinghave been made to the recoverycarrying amounts of the recorded assets or the classification of the liabilities that might be necessary should the Company be unablerequired to continue as a going concern.
liquidate after March 22, 2023.
 
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Contractual Obligations
Other than the below, we do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
Administrative Services Agreement
Commencing on March 25, 2021, the date the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or our liquidation, the Company began to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 of administrative support services, respectively, of which $45,428 is included in due to related party in the accompanying condensed balance sheet as of June 30, 2022. For the three months ended June 30, 2021, and the period from January 27, 2021 (inception) to June 30, 2021, the Company incurred $30,000 and $32,000 of administrative support expense, respectively.
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Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of ordinary share issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that no sales of these securities will be effected until after the expiration of the applicable
lock-up
period, as described herein. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriter
a 45-day option
from March 25,22, 2021 to purchase up to 3,000,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 7, 2021, the underwriter’s over-allotment option expired unexercised.and 750,000 Founder Shares were automatically surrendered by the sponsor to the Company for no consideration.
The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,000,000$4.0 million in the aggregate, paid upon the closing of the Initial Public Offering.
Marketing Agreement
The underwriter and Towerbook Financial, L.P., will assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of 3.5% ($7,000,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.
Critical Accounting Policies
Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our financial information. We describe our significant accounting policies in Note 3—2 – Significant Accounting Policies, of the Notes to Unaudited Condensed Financial Statements included in this Report. Our unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our unaudited condensed financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimatesestimates.
Use of Estimates
The preparation of our unaudited condensed financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires us to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which we considered in formulating its estimate, could change in the near term due to one or more future confirming events. OneTwo of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities.liabilities and convertible promissory note. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
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Class A Ordinary Shares Subject to Possible Redemption
All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the amended and restated memorandum
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and articles of association. In accordance with ASCthe SEC and its staff’s guidance on redeemable equity instruments, which has been codified in
480-10-S99,ASC480-10-S99,
redemption provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.
We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit.
Warrant Liabilities
We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value using a Monte-Carlo simulation approach and adjust the warrants to fair value at each reporting period. This liability is subject tore-measurementto remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed statements of operations.
Working Capital Loans
We account for our Working Capital Loan under ASC 815, Derivatives and Hedging (“ASC 815”). Under
815-15-25,
an election can be made at the inception of a financial instrument, in this case a promissory note with a conversion feature, to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). We have made such election for the loan. Using the fair value option, the loan is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as
non-cash
gains or losses in the condensed statements of operations.
Over-Allotment Liability
We granted the underwriters a
45-day
option at the Initial Public Offering date to purchase up to 3,000,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” We concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance datedate. The over-allotment option expired on May 7, 2021 and
re-valued
at March 31, 2021. As of September 30, 2021, as a result 750,000 Founder Shares were forfeited, and the over-allotment liability expired unexercised, and as such, the associateoption liability was written off.derecognized in the statements of operations.
Share-Based Compensation
The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares.
Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.
Net Income Per Ordinary Share
We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential commonordinary shares for outstanding warrants to purchase our shares were excluded from diluted net income per share for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 27, 2021 (inception)(Inception) through SeptemberJune 30, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.
Offering Costs
We comply with the requirements of FASB ASC
340-10-S99-1ASC340-10-S99-1and
and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on March 22, 2021,June 30, 2022, offering costs totaling $4,772,041 have been charged to shareholders’ equity (consisting of $4,000,000 of underwriting fees and $772,041 of other offering costs). Of the total transaction costs, $233,453 was reclassified to expense as anon-operating expense in the statementstatements of operations, with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.
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Recent Accounting Standards
In August 2020, the FASB issued Accounting Standards Update
(“ASU”)
2020-06,
Debt—Debt with Conversion and Other Options (Subtopic
(Subtopic470-20)470-20)
and ASC
815-40
(“ASU
ASC815-40(“ASU2020-06”2020-06”)
to simplify accounting for certain financial instruments. ASU2020-06 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. ASU2020-06 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 ASU2020-06 ASU
2020-06
would have on its financial position, results of operations or cash flows.
In June 2022, the FASB issued ASU
Management2022-03,
ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements.
Our management does not believe that there are any other recently issued, but not yet effective, accounting standards that if currently adopted would have a material effect on ourthe accompanying unaudited condensed financial statements.
Off-Balance Sheet
Arrangements
Item 3.
As of June 30, 2022, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-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 fo rnon-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
We are a smaller reporting company as defined
by
Rule12b-2
 Rule 12b-2 of the
Exchange Act and are not required to provide the information otherwise required under this item. As of SeptemberJune 30, 2021,2022, we were not subject to any market or interest rate risk. FollowingThe net proceeds of the consummation of our Initial Public Offering, the net proceeds received intoincluding amounts in the Trust Account, have beenwill be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions
under Rule2a-7Rule 2a-7 under the
Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
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We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
Item 4.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls areand procedures that are designed with the objective of ensuringto ensure that information required to be disclosed by us in our reports filed under the Exchange Act such as this Report,reports is recorded, processed, summarized, and reported within the time periodperiods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuringforms, and that such information is accumulated and communicated to our management, including the chiefour principal executive officer and chiefprincipal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated,
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Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, (our “Certifying Officers”),we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of Septemberthe end of June 30, 2021, pursuant to
Rule13a-15(b)under
the Exchange Act.2022. Based upon thaton this evaluation, our Certifying Officersprincipal executive officer and principal financial officer have concluded that as of September 30, 2021,during the period covered by this report, our disclosure controls and procedures (as defined in
Rules13a-15(e)and15d-15(e)under
the Exchange Act) were not effective, due to thea material weaknesses in our internal controls over financial reporting relating to the accounting treatment and valuation for complex financial instruments as well as theand financial statement close process as it relates to distinguishing between contingent and contractual arrangements as well as incorrect accounting for accruals.
In light of these material weaknesses, we have made control improvements, including enhancing the efficacy of our review processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the accounting standards that apply to the treatment and reporting of contingent and contractual arrangements, complex financial instruments and accrued liabilities in our financial statements. Our plans at this time also include providing enhanced access to accounting literature, research materials and documents and increased communication among our management and third-party professionals with whom we consult regarding contingent and contractual arrangements, complex financial instruments and accrued liabilities accounting applications. Furthermore, in light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with GAAP.U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Report presenton Form10-Qpresent fairly in all material respects our financial position, results of operations and cash flows for the periods presented. We continue to evaluate steps to remediate the identified material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
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We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial
Fi
nancial Reporting
Except as noted above, thereThere was no change in our internal control over financial reporting (as such term is defined in
Rules13a-15(f)
and
15d-15(f)
of the Exchange Act) that occurred during the periodfiscal quarter ended SeptemberJune 30, 20212022 covered by this Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Controls Over Financial Reporting
This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
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PART II—OTHER INFORMATION
Item 1.
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Item 1A.
Risk Factors
As of the date of this Quarterly Report on Form
10-Q,
Except as described below, there have been no material changes tofrom the risk factors previously disclosed in our final prospectusthe Company’s Annual Report on Form
10-K
for the period ended December 31, 2021 as filed with the SEC on March 22, 2021. May 4, 2022.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may disclose changes to such factors or disclose additional factorsbe difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time inand those changes could have a material adverse effect on our future filingsbusiness, investments and results of operations. In addition, a failure to comply with the SEC.applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.
Item 2.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On February 1, 2021, the Sponsor paid $25,000 to cover certain costs of the Company in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, the Sponsor transferred an aggregate of 195,000 Founder Shares to the Company’s other initial shareholders. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On March 22, 2021, the Company effected a share surrender resulting in our initial shareholders holding 5,750,000 Founder Shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.
Simultaneously with the closing of the Initial Public Offering on March 25, 2021, the Company completed the Private Placement of an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $6.5 million. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, $200,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule2a-7 underRule2a-7under the Investment Company Act which invest only in direct U.S. government treasury obligations.
On February 1, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was
non-interest
bearing and payable upon the earlier of December 31, 2021, or the completion of the Initial Public Offering. The Company repaid the Note in full on April 16, 2021.
The underwriter of the Initial Public Offering and TowerBrook Financial, L.P. agreed to defer $7,000,000 in marketing fees that will be payable by the Company to the underwriter of the Initial Public Offering and TowerBrook Financial, L.P. upon and concurrently with the consummation of a Business Combination.
Item 3.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Item 4.
None.
Item 5. Other Information
Mine Safety Disclosures
None.
 
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Item 5.
Other Information
None.
Item 6.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on
Form 10-Q.Form10-Q.
 
No.
Exhibit
Number
  
Description of Exhibit
31.1*  Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(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 Rules 13a-14(a) and 15(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 added byadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as added byadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*  Inline XBRL Instance Document
101.CAL* (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Taxonomy Extension Calculation Linkbase Documentdocument)
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
104*  Cover Page Interactive Data File (embedded within the Inline(formatted as inline XBRL document)and contained in Exhibit 101)
 
*
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.
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 14thtwenty-third day of July,August, 2022.
 
TB SA ACQUISITION CORP
/s/ Andrew Rolfe
Name: Andrew Rolfe
Title: Chief Executive Officer
 (Principal Executive Officer)
/s/ James Crawley
Name: James Crawley
Title: Chief Financial Officer
 (Principal Financial and
 Accounting Officer)
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