UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 1, 2022, TB SA Acquisition Corp (the “Company”) received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it was not in compliance with Section 5250(c) of Nasdaq Rules regarding the Qualification, Listing and Delisting of Companies (the “Nasdaq Listing Rules”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) through the SEC’s EDGAR System.
On May 16, 2022, the Company filed Notification of Late Filing on Form 12b-25 (the “Form 12b-25”), indicating that the filing of its Form 10-Q will be delayed. Although the Company has dedicated significant resources to the completion of finalizing its financial statements and related disclosures for inclusion in the Form 10-Q, the Company was unable to complete and file the Form 10-Q prior to May 21, 2022, the extension period provided by the Form 12b-25. Additional time is needed by the Company to complete its review of the financial statements included in the Form 10-Q in order to ensure a complete, accurate Quarterly Report.
Under the Nasdaq Listing Rules, the Company has 60 calendar days from the date of the deficiency letter to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. As required by the Nasdaq Listing Rules, on June 9, 2022, the Company issued a press release regarding the matters described in this Item 3.01. A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release, dated June 9, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 9, 2022
By: | /s/ James Crawley | |
Name: | James Crawley | |
Title: | Chief Financial Officer |
Exhibit 99.1
TB SA Acquisition Corp Announces Receipt of NASDAQ Continued Listing Standard Notice
NEW YORK June 9, 2022 TB SA Acquisition Corp (Nasdaq: TBSA) (the Company) today announced that on June 1, 2021 it received a deficiency letter from The Nasdaq Stock Market LLC (Nasdaq) relating to the Companys failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the Form 10-Q) as required under Section 5250(c) of Nasdaq Rules regarding the Qualification, Listing and Delisting of Companies (the Nasdaq Listing Rules).
On May 16, 2022, the Company filed Notification of Late Filing on Form 12b-25 (the Form 12b-25), indicating that the filing of its Form 10-Q will be delayed. Although the Company has dedicated significant resources to the completion of finalizing its financial statements and related disclosures for inclusion in the Form 10-Q, the Company was unable to complete and file the Form 10-Q prior to May 21, 2022, the extension period provided by the Form 12b-25. Additional time is needed by the Company to complete its review of the financial statements included in the Form 10-Q in order to ensure a complete, accurate Quarterly Report.
Under Nasdaq Listing Rule 5810(c)(2)(F)(i), the Company generally has until 60 calendar days from the date of the deficiency letter to submit to Nasdaq a plan (the Compliance Plan) to regain compliance with the Nasdaq Listing Rules. The Company intends to submit the Compliance Plan as soon as practicable.
The Company is in compliance with all other Nasdaq continued listing standards. The Company expects to file the Form 10-Q in the very near term and does not foresee any risk of non-compliance with the Nasdaq 60-day remediation timeframe. The Nasdaq notice has no immediate effect on the listing or trading of the Companys securities on Nasdaq.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. In some cases, forward-looking statements can be identified by terminology such as may, will, could, would, should, expect, plan, anticipate, intend, believe, estimate, predict, potential, outlook, guidance or the negative of those terms or other comparable terminology. These statements are based on the current beliefs and expectations of the Companys management and are subject to significant risks and uncertainties. The above statements regarding the impact of the Statement on the Companys financial statements, as well as the effect of the revision on any periodic SEC filings, including the timing of filing the Form 10-Q, constitute forward-looking statements that are based on the Companys current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Companys control. These factors include, but are not limited to, a variety of risk factors affecting the Companys business and prospects, see the section titled Risk Factors in the Companys Prospectus filed with the SEC on March 24, 2021
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and subsequent reports filed with the SEC, as amended from time to time. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Media Contacts
James Crawley
+1 (345) 814-5771
E-mail: James.crawley@tbsacorp.com
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