10-Q/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No.1

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

For the quarterly period ended June 30, 2021

☐	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	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


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

(345) 814-5771

Registrant’s telephone number, including area code

Not Applicable

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

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


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

Table of Contents


Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share		TBSAW		The NASDAQ Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405

of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer

,a non-accelerated filer,

smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2 of

the Exchange Act.

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

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

Rule 12b-2 of

the Exchange Act). Yes ☒ No ☐

As of July

, 2022,

20,000,000 Class A ordinary shares, 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, par value $0.0001 per share, were issued and outstanding, respectively.

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

Form 10-Q

for the quarterly period ended June 30, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on

Form 10-Q

for the quarterly period ended June 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on August 24, 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 six months ended June 30, 2021, should be restated in this Form

10-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 Company has also

re-evaluated

the classification of its ordinary shares and determined that the ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC

480-10-S99.

Therefore, the Company concluded that the carrying value should include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being classified as temporary equity in its entirety. As a result, the Company has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), retained earnings (accumulated deficit) and ordinary shares.

Lastly, in connection with the change in presentation for the ordinary shares subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to ordinary shares subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares participate pro rata in the income (loss) of the Company.

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 June 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on August 24, 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 June 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 June 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-Q

For the Period Ended June 30, 2021

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)		1

	Unaudited Condensed Balance Sheet as of June 30, 2021 (as restated)		1

	Unaudited Condensed Statements of Operations for the three months ended June 30, 2021, and for the period from January 27, 2021 (inception) through June 30, 2021 (as restated)		2

	Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the period from January 27, 2021 (inception) through June 30, 2021 (as restated)		3

	Unaudited Condensed Statement of Cash Flows for the period from January 27, 2021 (inception) through June 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		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		25

Item 3.	Defaults Upon Senior Securities		25

Item 4.	Mine Safety Disclosures		25

Item 5.	Other Information		26

Item 6.	Exhibits		26

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

TB SA ACQUISITION CORP

CONDENSED BALANCE SHEET

JUNE 30, 2021

(as Restated)

(Unaudited)


	June 30, 2021

Assets
Current assets:
Cash	$	971,242
Prepaid expenses		595,955

Total current assets		1,567,197
Cash Held in Trust account		200,007,135
Other assets		402,945

Total assets		201,977,277


Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	567,000
Due to related party		64,768

Total current liabilities		631,768
Warrant Liabilities		11,000,001

Total liabilities		11,631,769

Commitments
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share		200,007,135
Shareholders’ deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no s hares issued and outstanding ( excluding 20,000,000 shares subject to possible redemption) at June 30, 2021		—
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		(9,929,277	)

Total shareholders’ deficit		(9,661,627	)

Total liabilities and shareholders’ deficit	$	201,977,277

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

Table of Contents

TB SA ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND

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

(as Restated)

(Unaudited)


	Three Months Ended June 30, 2021			January 27, 2021 (Inception) Through June 30, 2021

Formation and operating costs	$	373,784		$	414,586
Stock compensation expense		—			267,150

Loss from operations		(373,784	)		(681,736	)
Other Income (Expense)
Interest income		7,135			7,135
Offering expenses related to warrant issuance		—			(233,453	)
Change in over-allotment liability		34,133			10,676
Change in fair value of warrant liabilities		3,519,999			4,069,999

Total other income		3,561,267			3,854,357

Net income	$	3,187,483		$	3,172,621

Weighted average shares outstanding of Class A ordinary shares		20,000,000			12,645,161

Basic and diluted net income per share, Class A ordinary shares	$	0.13		$	0.18

Weighted average shares outstanding of Class B ordinary shares		5,000,000			4,838,710

Basic and diluted net income per share, Class B ordinary shares	$	0.13		$	0.18

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

Table of Contents

TB SA ACQUISITION CORP

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH JUNE 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		—	$	—		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.

Table of Contents

TB SA ACQUISITION CORP

CONDENSED STATEMENT OF CASH FLOWS

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

(as Restated)

(Unaudited)



Cash Flows from Operating Activities:
Net income	$	3,172,621
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Trust Account		(7,135	)
Stock compensation expense		267,150
Change in fair value of over-allotment liability		(10,676	)
Change in fair value of warrant liabilities		(4,069,999	)
Offering costs allocated to Warrants		233,453
Changes in current assets and current liabilities:
Prepaid assets		(998,900	)
Accounts payable		567,000
Due to related party		64,768

Net cash used in operating activities		(781,718	)

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		971,242
Cash — Beginning		—

Cash — Ending	$	971,242

Supplemental Disclosure of Non-Cash Financing Activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	13,689,732

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

Table of Contents

TB SA ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(as Restated)

Note 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 June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021, 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

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.

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 reclassed to expense as non-operating expense in the statements of operations with the rest of the offering costs charged to shareholders’ 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.

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

Rule 2a-7 of

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.

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.

Table of Contents

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 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

As of June 30, 2021, the Company had approximately $971,000 in its operating bank account, and working capital of

approximately $935,000.

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 June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through June 30, 2021, the 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 order 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, provide the Company with working capital loans. As of June 30, 2021, there were no amounts outstanding under any working capital loan.

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) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), 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.

Table of Contents

The Company does not believe it will need 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 a Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus

(the “COVID-19 outbreak”). In

March 2020, the WHO

classified the COVID-19 outbreak 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 duration and spread of the outbreak and related advisories and 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 initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to

contain the COVID-19 outbreak or

treat 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. 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 may be impacted

by the COVID-19 outbreak and

the resulting market downturn.

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 June 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 that should be presented within the condensed financial statements

The Company previously determined the ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per ordinary share while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended June 30, 2021, the Company reevaluated the classification of the ordinary shares and determined that the ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under

ASC480-10-S99.

Therefore, management concluded that the carrying value should include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), retained earnings (accumulated deficit) and ordinary shares.

In connection with the change in presentation for the ordinary shares subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to ordinary shares subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares participate pro rata in the income (loss) of the Company.

The following tables present the impacts of the adjustments stated above:


Balance Sheet as of June 30, 2021 (unaudited)	As Reported		Adjustment			As Restated

Accrued Expenses	$	412,000	$	155,000		$	567,000
Total Liabilities		11,476,769		155,000			11,631,769
Class A ordinary shares subject to possible redemption		185,500,507		14,506,628			200,007,135
Class A ordinary shares		145		(145	)		—
Additional Paid-In Capital		1,480,139		(1,212,989	)		267,150
(Accumulated Deficit) Retained Earnings		3,519,217		(13,448,494	)		(9,929,277	)
Total Shareholders’ (Deficit) Equity		5,000,001		(14,661,628	)		(9,661,627	)

Table of Contents


Statement of Operations for the period from January 27, 2021 (Inception) through June 30, 2021 (unaudited)	As Reported			Adjustment			As Restated
Formation and operating costs	$	(329,586	)	$	(85,000	)	$	(414,586	)
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	$	3,519,217		$	(346,596	)	$	3,172,621
Weighted average shares outstanding, Class A ordinary shares		18,226,407			(5,581,246	)		12,645,161
Basic and diluted net income per share, Class A ordinary shares	$	—		$	0.18		$	0.18
Weighted average shares outstanding, Class B ordinary shares		6,482,387			(1,643,677	)		4,838,710
Basic and diluted net income per share, Class B ordinary shares	$	0.54		$	(0.36	)	$	0.18


Statement of Operations for three months ended June 30, 2021 (unaudited)	As Reported			Adjustment			As Restated
Formation and operating costs	$	(288,784	)	$	(85,000	)	$	(373,784	)
Change in fair value over-allotment liability		—			34,133			34,133
Net Income	$	3,238,350		$	(50,867	)	$	3,187,483
Weighted average shares outstanding, Class A ordinary shares		18,229,775			1,770,225			20,000,000
Basic and diluted net income per share, Class A ordinary shares	$	—		$	0.13		$	0.13
Weighted average shares outstanding, Class B ordinary shares		7,066,929			(2,066,929	)		5,000,000
Basic and diluted net income per share, Class B ordinary shares	$	0.46		$	(0.33	)	$	0.13


Statement of Cash Flows for the period from January 27, 2021 (Inception) through June 30, 2021 (unaudited)	As Reported			Adjustment			As Restated
Net Income	$	3,519,217		$	(346,596	)	$	3,172,621
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		412,000			155,000			567,000
Payment of offering costs		(702,041	)		(70,000	)		(772,041	)


Statement of Shareholders’ Deficit for the period from January 27, 2021 (Inception) through June 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		—			(13,682,597	)		(13,682,597	)
Remeasurement of Class A ordinary shares, for the three months ended June 30, 2021		—			(7,135	)		(7,135	)
Class A ordinary shares subject to possible redemption		(182,262,157	)		182,262,157			—
Sale of Units in Initial Public Offering, net of underwriter’s fees, other offering costs and fair value of Public Warrants		186,392,957			(186,392,957	)		—
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

Table of Contents

Note 3 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America(“GAAP”) for interim financial information and in accordance with the instructions to

Form 10-Q and

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. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on March 24, 2021, as well as the Company’s Current Reports on

Form 8-K. The

interim results for the three months ended June 30, 2021 and for the period from January 27, 2021 (inception) through June 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 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 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.

Table of Contents

Use of Estimates

The preparation of financial statements in conformity with GAAP requires 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 expenses during the reporting period. Actual results could differ 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.

Marketable Securities Held in Trust Account

At June 30, 2021, the Trust Account had $200,007,135 held in marketable securities. For the period from January 27, 2021 (inception) through June 30, 2021, the Company did not 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 balance sheet 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 statement 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 June 30, 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 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.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to

the two-class method

of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares subject to redemption, is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. Net loss per ordinary share, basic and diluted

for non-redeemable ordinary

shares, is calculated by dividing the net income, adjusted for income attributable to Class A ordinary shares subject to redemption, by the weighted average number

of non-redeemable ordinary

shares outstanding for the

period. Non-redeemable ordinary

shares include the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Table of Contents

The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Net Income per 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 common shares for outstanding warrants to purchase the Company’s shares were excluded from diluted net income per share for the period from January 27, 2021 (inception) through June 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.

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, 2021				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:
Net income	$	2,549,986	$	637,497	$	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	$	0.13	$	0.13	$	0.18	$

SEC Form 10-Q/A filed by TB SA Acquisition Corp (Amendment)