ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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one-third of one warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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• | “amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted on the date of our initial public offering; |
• | “Companies Act” are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; |
• | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “initial shareholders” are to the holders of our founder shares immediately prior to our initial public offering; |
• | “management” or our “management team” are to our executive officers and directors; |
• | “ordinary resolution” are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any; |
• | “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
• | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “public warrants” are to the warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or are purchased thereafter in the open market); |
• | “special resolution” are to a resolution adopted by the affirmative vote of at least a two-thirds (2 ⁄3 ) majority (or such higher threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; |
• | “sponsor” are to TCP SA, LLC, a Cayman Islands limited liability company; |
• | “TowerBrook” are to TowerBrook Capital Partners L.P., an affiliate of our sponsor; |
• | “TowerBrook Financial” are to TowerBrook Financial, L.P., an affiliate of TowerBrook; |
• | “TowerBrook Fund” are to TowerBrook or any of its affiliates, or any fund, investment partnership or investment account managed or advised, directly or indirectly, by TowerBrook or any of its affiliates (each, whether presently existing or hereafter formed); |
• | “warrants” are to our public warrants and private warrants; and |
• | “we,” “us,” “our,” “company” or “our company” are to TB SA Acquisition Corp, a Cayman Islands exempted company. |
• | our being a company with no operating history and no revenue; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases); |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance following our initial public offering; or |
• | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report. |
Item 1. |
Business |
• | Local knowledge and connections: Non-Executive Chairman, Gareth Penny, are both originally from South Africa and have strong professional and social networks in the country’s tight-knit business community. These relationships span the financial, corporate, legal, and political sectors. Their relationships and local knowledge will give our company credibility with South African businesses and help aid in the thorough company vetting and due diligence processes. |
• | Leader in ESG investing: |
• | Global platform and resources |
• | Experience with complex and unique situations |
• | Focus on ESG and social empowerment. |
• | Underpenetrated and growing total addressable market. |
• | Strong management team. |
• | Attractive valuation. |
• | Potential to benefit from TowerBrook’s long-term sponsorship |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of our ordinary shares then-outstanding or (b) have voting power equal to or in excess of 20% of the voting power then-outstanding; |
• | Any of our directors, officers or substantial security holder (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or in the consideration to be paid in the transaction or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5%; or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Item 1A. |
Risk Factors |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers, including the impact of ongoing trade wars between the United States and foreign countries; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | we have a board that includes a majority of “independent directors,” as defined under Nasdaq listing rules; |
• | we have a human capital committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | director nominations be made, or recommended to the full board, by our independent directors or by a nominating committee of our board that is composed entirely of independent directors with a written charter or resolution addressing the committee’s purpose and responsibilities. |
• | the court which pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by South African law with reference to the jurisdiction of foreign courts; |
• | the judgment is final and conclusive (that is, it cannot be altered by the court which pronounced it); |
• | the judgment has not lapsed; |
• | the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including observance of the rules of natural justice which require that no award is enforceable unless the defendant was duly served with documents initiating proceedings, that he was given a fair opportunity to be heard and that he enjoyed the right to be legally represented in a free and fair trial before an impartial tribunal; |
• | the judgment was not obtained by fraudulent means; |
• | the judgment does not involve the enforcement of a penal or revenue law; and |
• | the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act, 1978 (as amended), of South Africa. |
Item 1B. |
Unresolved Staff Comments |
Item 2. |
Properties |
Item 3. |
Legal Proceedings |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Item 6. |
[Reserved] |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 7A |
Quantitative and Qualitative Disclosures about Market Risk |
Item 8. |
Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. |
Controls and Procedures |
Item 9B. |
Other Information |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Age |
Position | ||
Andrew Rolfe |
55 | Chief Executive Officer and Director | ||
Gareth Penny |
59 | Non-Executive Chairman and Director | ||
James Crawley |
32 | Chief Financial Officer | ||
Thando Mhlambiso |
60 | Director | ||
Ziyanda Ntshona |
42 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and/or annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement, to the extent required; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Andrew Rolfe | Azzurri Group Limited | Casual Dining | Director | |||
J.Jill, Inc. (NYSE: JILL) | Retail | Director | ||||
KeHE Distributors, LLC | Food Distribution | Director | ||||
TowerBrook Capital Partners L.P. (1) |
Investments | Vice-Chair and Managing Director |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Ubuntu Pathways | Charity | Director | ||||
Gareth Penny | Amulet Diamond Corporation | Gemstone Mining | Founder and Director | |||
Ninety One plc (LSE: N91) (JSE: NY1) | Investments | Director | ||||
TowerBrook Capital Partners L.P. (1) |
Investments | Senior Advisory Board Member | ||||
James Crawley | Ally Waste Services, LLC | Amenity Services | Chief Executive Officer and Director | |||
Thando Mhlambiso | Caelum Investments Limited | Investments | Co-Founder and Chairman | |||
TowerBrook Capital Partners L.P.(1) | Investments | Senior Advisory Board Member | ||||
Ziyanda Ntshona | Kolisi Foundation | Charity | Non-Executive Director | |||
Ubuntu Pathways, NPC | Charity | Director | ||||
Webber Wentzel | Law Practice | Equity Partner and Director |
(1) | Includes certain of its funds, other affiliates and portfolio companies. |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to the date of our initial public offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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 day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. In case of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | We engaged TowerBrook Financial and the underwriter to provide services in connection with our initial business combination and will pay an aggregate Marketing Fee to TowerBrook Financial and the underwriter upon consummation of the transaction in the amount of $7,000,000 and we may engage TowerBrook Financial as a financial advisor or placement agent in connection with our initial business combination and pay such affiliate a financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions |
Item 11. |
Executive Compensation |
Item 12. |
Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
Name of Beneficial Owners (1) |
Class B ordinary shares |
Class A ordinary shares |
Approximate Percentage of Voting Control |
|||||||||||||||||
Number of Shares Beneficially Owned (2) |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
|||||||||||||||||
TCP SA, LLC (3)(4) |
4,805,000 | 96.1 | % | — | — | 19.22 | % | |||||||||||||
Andrew Rolfe (5) |
— | — | — | — | — | |||||||||||||||
Gareth Penny (5) |
100,000 | 2.0 | % | — | — | * | ||||||||||||||
James Crawley (5) |
35,000 | * | — | — | * | |||||||||||||||
Radebe Healthcare LLC (5)(6) |
30,000 | * | — | — | * | |||||||||||||||
Ziyanda Ntshona (5) |
30,000 | * | — | — | * | |||||||||||||||
All officers and directors as a group (five individuals) |
195,000 | 3.9 | % | — | — | * | ||||||||||||||
Citadel Advisors LLC (7) |
— | — | 1,054,119 | 5.27 | % | 4.22 | % | |||||||||||||
Integrated Core Strategies (US) LLC (8) |
— | — | 1,138,337 | 5.69 | % | 4.55 | % | |||||||||||||
Saba Capital Management, L.P. (9) |
— | — | 1,078,798 | 5.39 | % | 4.32 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares are automatically convertible into Class A ordinary shares at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one No. 333-253086), filed in connection with our initial public offering. |
(3) | The shares reported above are held in the name of our sponsor, TCP SA, LLC. The managing member of TCP SA, LLC is TCP SA GP, Ltd. The sole member of TCP SA GP, Ltd is TowerBrook Investors, Ltd., or Holdings. Neal Moszkowski and Ramez Sousou hold 100% of the voting securities of Holdings. Each of TCP SA, LLC, TCP SA GP, Ltd., TowerBrook Investors, Ltd., Neal Moszkowski and Ramez Sousou may be deemed to have beneficial ownership of 4,805,000 Class B Ordinary Shares |
(4) | Excludes 4,333,334 Class A ordinary shares which may be purchased by exercising private placement warrants that are not presently exercisable. |
(5) | Does not include any shares indirectly owned by this individual as a result of his or her partnership interest in our sponsor or its affiliates. |
(6) | Radebe Healthcare LLC is controlled by Thando Mhlambiso. |
(7) | Pursuant to the Schedule 13G/A filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Securities LLC (“Citadel Securities”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Kenneth Griffin (together, the “Reporting Persons”) on February 14, 2022. Citadel Advisors is the portfolio manager for Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”). CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Each of Citadel Advisors, CAH and CGP may be deemed to have beneficial ownership of 1,050,000 Class A Ordinary Shares. Citadel Securities may be deemed to have beneficial ownership of 4,119 Class A Ordinary Shares. Each of CALC4 and CSGP may be deemed to have beneficial ownership of 4,119 Class A Ordinary Shares. Mr. Griffin may be deemed to have beneficial ownership of 1,054,119 Class A Ordinary Shares. The address of the principal business office of each Reporting Person is 399 Park Avenue, New York, New York 10022. |
(8) | Pursuant to the Schedule 13G/A filed by Integrated Core Strategies (US) LLC, Integrated Assets, Ltd., ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander (together, the “Reporting Persons”) on January 31, 2022. Integrated Core Strategies (US) LLC may be deemed to have beneficial ownership of 247,624 Class A Ordinary Shares. Integrated Assets, Ltd. may be deemed to have beneficial ownership of 4,593 Class A Ordinary Shares. ICS Opportunities II LLC may be deemed to have beneficial ownership of 36,120 Class A Ordinary Shares. ICS Opportunities, Ltd. may be deemed to have beneficial ownership of 850,000 Class A Ordinary Shares. Millennium International Management LP may be deemed to have beneficial ownership of 890,713 Class A Ordinary Shares. Millennium Management LLC, Millennium Group Management LLC and Mr. Englander may be deemed to have beneficial ownership of 1,138,337 Class A Ordinary Shares. The address of the principal business office of each Reporting Person is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
(9) | Pursuant to the Schedule 13G/A filed by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr. Boaz R. Weinstein (together, the “Saba Reporting Persons”) on February 14, 2022, the Saba Reporting Persons may be deemed to have beneficial ownership of 1,078,798 Class A Ordinary Shares. The address of the business office of each of the Saba Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
Item 13. |
Certain Relationships and Related Transactions and Director Independence |
Item 14. |
Principal Accountant Fees and Services |
Item 15. |
Exhibits, Financial Statements Schedules |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
Exhibit No. |
Description | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 26, 2021. |
Item 16. |
Form 10-K Summary |
TB SA ACQUISITION CORP |
/s/ Andrew Rolfe |
Name: Andrew Rolfe |
Title: Chief Executive Officer and Director |
Name |
Position |
Date | ||
/s/ Andrew Rolfe |
Chief Executive Officer and Director | May 4, 2022 | ||
Andrew Rolfe | (Principal Executive Officer) |
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/s/ James Crawley |
Chief Financial Officer | May 4, 2022 | ||
James Crawley | ( Principal Financial and Accounting Officer |
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/s/ Gareth Penny |
Non-Executive Chairman and Director |
May 4, 2022 | ||
Gareth Penny | ||||
/s/ Thando Mhlambiso |
Director | May 4, 2022 | ||
Thando Mhlambiso | ||||
/s/ Ziyanda Ntshona |
Director | May 4, 2022 | ||
Ziyanda Ntshona |
Page |
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Report of Independent Registered Public Accounting Firm (PCAOB ID # |
F-2 |
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Financial Statements: |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
Assets |
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Current assets: |
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Cash |
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Prepaid expenses |
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Total current assets |
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Marketable securities held in Trust account |
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Prepaid expenses, non-current |
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Total assets |
$ | |||
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Liabilities and Shareholders’ Deficit |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ | |||
Due to related party |
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Total current liabilities |
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Warrant liabilities |
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Total liabilities |
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Commitments and Contingencies (See Note 6) |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ Deficit: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total shareholders’ deficit |
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Total Liabilities and Shareholders’ Deficit |
$ | |||
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Formation and operating costs |
$ |
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Stock compensation expense |
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Loss from operations |
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Other Income (Expense) |
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Interest income |
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Change in fair value over-allotment liability |
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Offering expenses related to warrant issuance |
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Change in fair value of warrant liabilities |
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Total other income |
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Net income |
$ | |||
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Weighted average shares outstanding of Class A ordinary share |
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Basic and diluted net income per share, Class A ordinary share |
$ | |||
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Weighted average shares outstanding of Class B ordinary share |
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Basic and diluted net income per share, Class B ordinary share |
$ | |||
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Ordinary Shares |
Additional |
Total |
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Class A |
Class B |
Paid-In |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance as of January 27, 2021 (Inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Founder Shares |
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Fair value of Founder Shares transferred to Directors |
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— |
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— |
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— |
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— |
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— |
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Excess Sponsor paid over Fair value of Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value |
— | — | — | — | ( |
) | ( |
) | ( |
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Forfeiture of Founder Shares |
— | — | ( |
) | ( |
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Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance as of December 31, 2021 |
$ |
$ |
$ |
$ |
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$ |
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Cash Flows from Operating Activities: |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Offering costs allocated to Warrants |
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Change in fair value over-allotment liability |
( |
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Change in fair value of warrant liabilities |
( |
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Stock compensation expense |
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Interest earned on Trust Account |
( |
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Changes in current assets and current liabilities: |
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Prepaid expenses |
( |
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Accounts payable and accrued expenses |
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Due to related party |
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Net cash used in operating activities |
( |
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Cash Flows from Investing Activity: |
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Investment of cash into Trust Account |
( |
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Net cash used in investing activity |
( |
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Cash Flows from Financing Activities: |
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Proceeds from Initial Public Offering, net of underwriter’s discount |
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Proceeds from purchase of Private Placement Warrants by related party |
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Proceeds from issuance of Promissory note—related party |
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Proceeds from issuance of Founder Shares |
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Payment of offering costs |
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Payment of Promissory note—related party |
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash—Beginning |
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Cash—Ending |
$ |
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Supplemental Disclosure of Non-Cash Financing Activity: |
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Forfeiture of Class B ordinary shares |
$ | |||
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Remeasurement of Class A ordinary shares subject to possible redemption |
$ |
For the period from January 27, 2021 (inception) through December 31, 2021 |
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Class A |
Class B |
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Basic and diluted net income per share: |
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Numerator: |
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Allocation of net income |
$ | $ | ||||||
Denominator: |
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Weighted-average shares outstanding |
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Basic and diluted net income per share |
$ | $ | ||||||
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Gross proceeds from IPO |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
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Proceeds allocated to derivative liability |
( |
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Class A ordinary share issuance costs |
( |
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Plus: |
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Remeasurement of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption |
$ | |||
• |
in whole and not in part; | |
• | at a price of $ | |
• | upon a minimum of | |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ a day period ending three trading days before the Company sends the notice of redemption to the Warrant holders. |
• |
in whole and not in part; | |
• | at $ 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 set forth hereunder “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 $ the period ending three trading days before the Company sends the notice of redemption to the Warrant holders. |
Number of Shares |
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Granted on March 12, 2021 |
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Forfeited |
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Vested |
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Unvested Outstanding at December 31, 2021 |
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Amount Vested |
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Amount vested on March 22, 202 1 , the Company’s IPO date (represents |
$ |
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Amount to be vested on March 22, 202 2 , one year from the Company’s IPO date (represents |
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Amount to be vested upon the Company’s consummation of a successful business combination (represents |
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Total vesting amount |
$ |
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• |
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 | |
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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. |
December 31, 2021 |
Quoted Prices In Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Description |
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Money market funds in Trust Account |
$ | $ | ||||||||||||||
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Liabilities: |
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Warrant liabilities—Public |
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Warrant liabilities—Private |
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$ | $ | ,00 | $ | $ | ||||||||||||
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At March 25, 2021 (Initial Measurement) |
At December 31, 2021 |
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Share price |
$ | $ | ||||||
Strike price |
$ | $ | ||||||
Term (in years) |
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Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Private Warrants (Level 3) |
Public Warrants (Level 1) |
Warrant Liabilities |
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Fair value as of January 27, 2021 |
$ |
$ |
$ |
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Initial measurement on March 25, 2021 |
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Change in fair value |
( |
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( |
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( |
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Fair value as of December 31, 2021 |
$ |
$ |
$ |
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