UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

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

For the transition period from to

Commission File No. 001-40732

TPB ACQUISITION CORPORATION I

(Exact name of registrant as specified in its charter)

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


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

(415) 854-7074

(Registrant‘s telephone number, including area code)

Not Applicable

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

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


Title of each class	Trading Symbol^(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $.0001 par value, and one-third of one redeemable warrant	TPBAU	Nasdaq Capital Market
Class A ordinary shares included as part of the units	TPBA	Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share of an exercise price of $11.50	TPBAW	Nasdaq Capital Market

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

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

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


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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 13, 2022, there were 18,036,299 Class A ordinary shares, $0.0001 par value per share, and 4,509,074 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION		2
Item 1.	Condensed Interim Financial Statements	2
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (audited)	2
	Condensed Statements of Operations for the Three Months Ended March 31, 2022 and the Period from February 8, 2021 (inception) through March 31, 2021	3
	Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and the Period from February 8, 2021 (inception) through March 31, 2021	4
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and the Period from February 8, 2021 (inception) through March 31, 2021	5
	Notes to Unaudited Condensed Interim Financial Statements	6
Item 2.	Management‘s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II. OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
SIGNATURES		28


	March 31, 2022		December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	394,915	$	481,265
Prepaid expenses		540,834		594,223
Total current assets		935,749		1,075,488
Investments held in Trust Account		180,372,659		180,368,211
Total Assets	$	181,308,408	$	181,443,699

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	18,272	$	2,600
Accrued expenses		496,813		121,581
Total current liabilities		515,085		124,181
Deferred underwriting commissions in connection with the Initial Public Offering		6,312,705		6,312,705
Derivative warrant liabilities		4,453,208		7,408,784
Total Liabilities		11,280,998		13,845,670

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 18,036,299 shares subject to possible redemption at $10.00 per share redemption value		180,362,990		180,362,990

Shareholders' Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,509,074 shares issued and outstanding		451		451
Additional paid-in capital		—		—
Accumulated deficit		(10,336,031)		(12,765,412)
Total shareholders' deficit		(10,335,580)		(12,764,961)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	181,308,408	$	181,443,699


			(unaudited)
			For the Period from
	(unaudited)		February 8, 2021
	Three Months Ended		(inception) through
	March 31, 2022		March 31, 2021
General and administrative expenses	$	500,643	$	52,229
General and administrative expenses - Related Party		30,000		—
Loss from operations		(530,643)		(52,229)

Other income (expense):
Change in fair value of derivative warrant liabilities		2,955,576		—
Income from investments in Trust Account		4,448		—
Total other income (expense), net		2,960,024		—

Net income (loss)	$	2,429,381	$	(52,229)

Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted		18,036,299		—
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.11	$	—
Weighted average number of shares outstanding of Class B ordinary shares - basic and diluted		4,509,074		4,375,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.11	$	(0.01)


	Ordinary Shares										Total
	Class A			Class B			Additional		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance - December 31, 2022	—	$	—	4,509,074	$	451	$	—	$	(12,765,412)	$	(12,764,961)
Net income	—		—	—		—		—		2,429,381		2,429,381
Balance - March 31, 2022 (unaudited)	—	$	—	4,509,074	$	451	$	—	$	(10,336,031)	$	(10,335,580)


Gross proceeds	$	180,362,990
Less:
Proceeds allocated to Public Warrants		(9,156,069)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(10,317,313)
Plus:
Accretion of carrying value to redemption value		19,473,382
Class A common stock subject to possible redemption	$	180,362,990


March 31, 2022 (unaudited)
	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - Money Market Funds	$	180,372,659	$	—	$	—
Liabilities:
Derivative warrant liabilities - Level 1	$	2,645,324

SEC Form 10-Q filed by TPB Acquisition Corporation I