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 June 30, 2022

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

For the transition period from to

Commission File No. 001-40732

TPB ACQUISITION CORPORATION I

(Exact name of registrant as specified in its charter)

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


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

(415) 854-7074

(Registrant’s telephone number, including area code)

Not Applicable

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

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


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

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

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

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

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

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

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

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

Table of Contents

TPB ACQUISITION CORPORATION I

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION		2
Item 1.	Condensed Interim Financial Statements	2
	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	2
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and the Period From February 8, 2021 (Inception) Through June 30, 2021	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and the Period From February 8, 2021 (Inception) Through June 30, 2021	4
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and the Period From February 8, 2021 (Inception) Through June 30, 2021	5
	Notes to Unaudited Condensed Interim Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	26
PART II. OTHER INFORMATION		27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	28
SIGNATURES		30

Table of Contents

PART I- FINANCIAL INFORMATION

Item 1.Condensed Interim Financial Statements.

TPB ACQUISITION CORPORATION I

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(unaudited)
Assets
Current assets:
Cash	$	1,124,459	$	481,265
Prepaid expenses		433,114		594,223
Total current assets		1,557,573		1,075,488
Investments held in Trust Account		180,454,386		180,368,211
Total Assets	$	182,011,959	$	181,443,699

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	1,015,289	$	2,600
Accrued expenses		937,452		121,581
Note Payable - Related Party		1,000,000		—
Total current liabilities		2,952,741		124,181
Deferred underwriting commissions in connection with the Initial Public Offering		6,312,705		6,312,705
Derivative warrant liabilities		2,021,356		7,408,784
Total Liabilities		11,286,802		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		(9,638,284)		(12,765,412)
Total shareholders' deficit		(9,637,833)		(12,764,961)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	182,011,959	$	181,443,699

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

Table of Contents

TPB ACQUISITION CORPORATION I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


					For the Six		For the Period from
	For the Three Months Ended				Months		February 8, 2021
	June 30,				Ended		(inception) through
	2022		2021		June 30, 2021		June 30, 2021
General and administrative expenses	$	1,785,832	$	12,346	$	2,286,475	$	64,575
General and administrative expenses - Related Party		30,000		—		60,000		—
Loss from operations		(1,815,832)		(12,346)		(2,346,475)		(64,575)

Other income:
Change in fair value of derivative warrant liabilities		2,431,852		—		5,387,428		—
Income from investments in Trust Account		81,727		—		86,175		—
Total other income		2,513,579		—		5,473,603		—

Net income (loss)	$	697,747	$	(12,346)	$	3,127,128	$	(64,575)

Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted		18,036,299		—		18,036,299		—
Basic and diluted net income per share, Class A ordinary shares	$	0.03	$	—	$	0.14	$	—
Weighted average number of shares outstanding of Class B ordinary shares - basic and diluted		4,509,074		4,375,000		4,509,074		4,375,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.03	$	—	$	0.14	$	(0.01)

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

Table of Contents

TPB ACQUISITION CORPORATION I

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (unaudited)


	Ordinary Shares										Total
	Class A			Class B			Additional		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance - December 31, 2021	—	$	—	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)
Net income										697,747		697,747
Balance - June 30, 2022 (unaudited)	—	$	—	4,509,074	$	451	$	—	$	(9,638,284)	$	(9,637,833)

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 8, 2021 (INCEPTION) THROUGH JUNE 30, 2021 (unaudited)


	Ordinary Shares										Total
	Class A			Class B			Additional		Accumulated		Shareholder's
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance — February 8, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	5,031,250		503		24,497		—		25,000
Net loss	—		—	—		—		—		(52,229)		(52,229)
Balance — March 31, 2021 (unaudited)	—		—	5,031,250		503		24,497		(52,229)		(27,229)
Net loss	—		—	—		—		—		(12,346)		—
Balance – June 30, 2021 (unaudited)	—	$	—	5,031,250	$	503	$	24,497	$	(64,575)	$	(27,229)

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

Table of Contents

TPB ACQUISITION CORPORATION I

CONDENSED STATEMENTS OF CASH FLOWS


					For the Period
					from
		For the Six			February 8, 2021
		Months			(inception)
		Ended June 30,			through

SEC Form 10-Q filed by TPB Acquisition Corporation I