TBSA / TB SA Acquisition Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* TB SA Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G8657L105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G OMB APPROVAL OMB Number: 3235-0167 Expires: July 31, 2024 Estimated average burden hours per response: 1.

TB SA Acquisition Corp will redeem its Class A Ordinary Shares and will not consummate an initial business combination

Exhibit 99.1 TB SA Acquisition Corp will redeem its Class A Ordinary Shares and will not consummate an initial business combination New York, February 28, 2023 – TB SA Acquisition Corp (the “Company”) (Nasdaq: TBSA), a special purpose acquisition company, today announced that as of the close of business on March 13, 2023, the Company’s publicly held Class A ordinary shares, par value $0.0001 (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 TB SA ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 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) (Commission

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* TB SA Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the “Shares”) (Title of Class of Securities)

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TB SA Acquisition Corp (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8657L105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TB SA Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G8657L105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TB SA Acquisition Corporation (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G8657L105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) TB SA ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8657L105 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? 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 na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40260 CUSIP Number: G8657L105 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40260 CUSIP Number: G8657L105 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2022 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 organ

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 OR ☐ TRANSITION

Table of Contents 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 OR ☐ 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 CO

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 September 30, 2021 OR ☐ TRANS

Table of Contents 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 September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TB SA ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? 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 o

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 March 31, 2021 OR ☐ TRANSITIO

Table of Contents 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 March 31, 2021 OR ☐ 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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 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 organi

TB SA Acquisition Corp Announces Receipt of NASDAQ Continued Listing Standard Notice

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 Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40260 CUSIP Number: G8657L105 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40260 CUSIP Number: G8657L105 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 nam

List of Subsidiaries*

Exhibit 21 LIST OF SUBSIDIARIES None.

Description of Registrant’s Securities.*

Exhibit 4.2 TB SA ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of TB SA Acquisition Corp (?we, ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated

TB SA Acquisition Corp Announces Receipt of NASDAQ Continued Listing Standard Notice

Exhibit 99.1 TB SA Acquisition Corp Announces Receipt of NASDAQ Continued Listing Standard Notice NEW YORK ? April 25, 2022 ? TB SA Acquisition Corp (Nasdaq: TBSA) (the ?Company?) (the ?Company?) today announced that on April 19, 2022 it received a deficiency letter from The Nasdaq Stock Market LLC (?Nasdaq?) relating to the Company?s failure to timely file its Annual Report on Form 10-K for the y

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 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 orga

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 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 orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40260 CUSIP Number: G8657L105 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐

NT 10-K 1 d345969dnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40260 CUSIP Number: G8657L105 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TB SA Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G8657L105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / CITADEL ADVISORS LLC - TB SA ACQUISITION CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* TB SA Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities)

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / TCP SA, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TB SA Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G8657L105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.0001 par value per share, of TB SA Acquisition Corp, and further agree that this Joint

KYG8657L1059 / TB SA ACQUISITION CORP -A SPECIAL PURPOSE ACQUISITION COMPANIES / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) TB SA ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8657L105 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to des

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 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 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ 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 na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q and Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021

NT 10-Q 1 d231869dnt10q.htm NT 10-Q 001-40260 SEC FILE NUMBER G8657L 113 (Units) G8657L 105 (Class A Ordinary Shares) G8657L 121 (Warrants) CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q and Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? 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

TBSA / TB SA Acquisition Corp Class A Ordinary Share / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TB SA Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G8657L105 (CUSIP Number) August 9, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q and Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Tra

NT 10-Q 1 d193372dnt10q.htm NT 10-Q 001-40260 SEC FILE NUMBER G8657L 113 (Units) G8657L 105 (Class A Ordinary Shares) G8657L 121 (Warrants) CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q and Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? 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 o

001-40260 SEC FILE NUMBER

NT 10-Q 1 d161974dnt10q.htm NT 10-Q 001-40260 SEC FILE NUMBER G8657L 113 (Units) G8657L 105 (Class A Ordinary Shares) G8657L 121 (Warrants) CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ T

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2021 TB SA ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40260 98-1579634 (State or other jurisdiction of incorporation or

TB SA Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about May 13, 2021

Exhibit 99.1 PRESS RELEASE TB SA Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about May 13, 2021 NEW YORK, May 11, 2021 ? TB SA Acquisition Corp (NASDAQ: TBSAU) (the ?Company?) announced today that, commencing on or about May 13, 2021, holders of the units sold in the Company?s initial public offering of 20,000,000 units, which close

March 25, 2021

SC 13G 1 tm2112049d6sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) TB SA Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8657L113** (CUSIP Number) March 25, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of TB SA Acquisition Corp, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on be

TB SA ACQUISITION CORP INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 25, 2021 F-3 Notes to Financial Statement F-4

EX-99.1 Exhibit 99.1 TB SA ACQUISITION CORP INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 25, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TB SA Acquisition Corp Opinion on the Financial Statement We have audited the accomp

Financial Statements and Exhibits, Other Events

8-K 1 d159842d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2021 (March 25, 2021) TB SA ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40260 N/A (State or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TB SA ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TB SA ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8657L113** (CUSIP Number) MARCH 23, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pur

Administrative Services Agreement, dated March 22, 2021, by and between the Company and the Sponsor.

Exhibit 10.5 TB SA ACQUISITION CORP PO Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands March 22, 2021 TCP SA, LLC PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the ini

Underwriting Agreement, dated March 22, 2021, by and between the Company and the Underwriter.

Exhibit 1.1 20,000,000 Units TB SA Acquisition Corp UNDERWRITING AGREEMENT March 22, 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representatives of the several Underwriters Ladies and Gentlemen: TB SA Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?), proposes, subject to the terms and conditions stated in this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d95216d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2021 (March 22, 2021) TB SA ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40260 N/A (State or other juri

Private Placement Warrants Purchase Agreement, dated March 22, 2021, by and between the Company and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 22, 2021, is entered into by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and TCP SA, LLC, a Cayman Islands limited liability

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TB SA ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED 12 MARCH 2021 AND EFFECTIVE ON 22 MARCH 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TB SA ACQUI

Letter Agreement, dated March 22, 2021, by and among the Company, its executive officers, its directors and the Sponsor.

Exhibit 10.8 March 22, 2021 TB SA Acquisition Corp PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between TB SA Acquisition Corp, a Cayman Islands exempted

TB SA Acquisition Corp Announces Pricing of $200,000,000 Initial Public Offering

Exhibit 99.1 PRESS RELEASE TB SA Acquisition Corp Announces Pricing of $200,000,000 Initial Public Offering March 22, 2021?TB SA Acquisition Corp (the ?Company?), a newly incorporated blank check company formed as a Cayman Islands exempted company and established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

Warrant Agreement, dated March 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.4 4 d95216dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT TB SA ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 22, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated March 22, 2021, is by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent

Investment Management Trust Agreement, dated March 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 22, 2021 by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 33

Registration and Shareholder Rights Agreement, dated March 22, 2021, by and between the Company and the Sponsor.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2021, is made and entered into by and among TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), TCP SA, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the s

Business Combination Marketing Agreement, dated March 22, 2021, by and among the Company, the Underwriter and TowerBrook Financial, L.P.

Exhibit 10.9 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 TowerBrook Financial, L.P. Park Avenue Tower 65 East 55th Street New York, New York 10022 March 22, 2021 TB SA Acquisition Corp PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands Attention: Andrew Rolfe, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement wh

TB SA Acquisition Corp 20,000,000 Units

424B4 1 d128646d424b4.htm 424B4 Table of Contents Filed pursuant to Rule 4242(b)(4) Registration No. 333-253086 PROSPECTUS TB SA Acquisition Corp $200,000,000 20,000,000 Units TB SA Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business c

- 8-A12B

8-A12B 1 d154232d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TB SA ACQUISITION CORP (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1579634 (State or other jurisdiction of incorporation or organizati

- S-1/A

As filed with the U.S. Securities and Exchange Commission on March 19, 2021 under the Securities Act of 1933, as amended. No. 333-253086 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TB SA Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-157963

TB SA Acquisition Corp PO Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands March 19, 2021

TB SA Acquisition Corp PO Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands March 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

Deutsche Bank Securities Inc. 60 Wall St. New York, New York 10005

CORRESP 1 filename1.htm Deutsche Bank Securities Inc. 60 Wall St. New York, New York 10005 March 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor Re: TB SA Acquisition Corp. Registration Statement on Form S-1 Filed February 12, 2021, as amended File No. 333-

- S-1/A

Table of Contents Filed with the U.S. Securities and Exchange Commission on March 12, 2021 under the Securities Act of 1933, as amended. No. 333-253086 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TB SA Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6

TB SA Acquisition Corp PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands March 12, 2021

CORRESP 1 filename1.htm TB SA Acquisition Corp PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands March 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Jeffrey Gabor Re: TB SA Acquisition Corp Registration Statement on Form S-1 Filed February 12, 2021

Form of Indemnity Agreement.**

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protec

Specimen Warrant Certificate.**

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TB SA Acquisition Corp Incorporated Under the Laws of the Cayman Islands CUSIP G8657L 121 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s)

Form of Underwriting Agreement.

Exhibit 1.1 25,000,000 Units TB SA Acquisition Corp UNDERWRITING AGREEMENT [•], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representatives of the several Underwriters Ladies and Gentlemen: TB SA Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agre

Specimen Class A Ordinary Share Certificate.**

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES TB SA ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G8657L 105 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF TB SA ACQUISITION CORP (THE ?COMPANY?) subject to th

Form of Amended and Restated Memorandum and Articles of Association.**

EX-3.2 4 d128646dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TB SA ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

Securities Subscription Agreement, dated as of February 1, 2021, between the Registrant and the Sponsor.

Exhibit 10.7 TB SA Acquisition Corp PO Box 309, Ugland House Grand Cayman KY1-1102 Cayman Islands February 1, 2021 TCP SA, LLC PO Box 309, Ugland House Grand Cayman KY1-1102 Cayman Islands RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on February 1, 2021 by and between TCP SA, LLC, a Cayman Islands limited liability company (the “Subs

Form of Administrative Services Agreement between the Registrant and the Sponsor.**

Exhibit 10.5 TB SA ACQUISITION CORP PO Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands [•], 2021 TCP SA, LLC PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-253

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.**

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among TB SA Acquisition Corp, a Cayman Islands exempted company (the ?Company?), TCP SA, LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signat

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT TB SA ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). W

Specimen Unit Certificate.**

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN TB SA Acquisition Corp DEFINITIONS CUSIP G8657L 113 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (each, an

- S-1/A

As filed with the U.S. Securities and Exchange Commission on March 9, 2021 under the Securities Act of 1933, as amended. No. 333-253086 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TB SA Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1579634

Form of Business Combination Marketing Agreement.

Exhibit 10.9 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 TowerBrook Financial, L.P. Park Avenue Tower 65 East 55th Street New York, New York 10022 March [●], 2021 TB SA Acquisition Corp PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands Attention: Andrew Rolfe, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement w

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.**

Exhibit 10.8 [•], 2021 TB SA Acquisition Corp PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TB SA Acquisition Corp, a Cayman Islands exempted comp

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.**

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between TB SA Acquisition Corp, a Cayman Islands exempted company (the “Company”), and TCP SA, LLC, a Cayman Islands limited liability comp

Memorandum and Articles of Association.**

Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF TB SA Acquisition Corp Auth Code: K43269941119 www.verify.gov.ky THE COMPANIES ACT (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF TB SA Acquisition Corp 1 The name of the Company is TB SA Acquisition Corp 2 The Registered Of

Promissory Note, dated as of February 1, 2021, between the Registrant and the Sponsor.**

EX-10.6 16 d128646dex106.htm EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM

Consent of Thando Mhlambiso.**

EX-99.2 4 d128646dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF THANDO MHLAMBISO TB SA Acquisition Corp (the “Company”) intends to file a Registration Statement on Form S-l (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the under

Consent of Gareth Penny.**

EX-99.1 3 d128646dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF GARETH PENNY TB SA Acquisition Corp (the “Company”) intends to file a Registration Statement on Form S-l (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersign

Power of Attorney (included on signature page to the initial filing of this Registration Statement). *

Table of Contents Filed with the U.S. Securities and Exchange Commission on February 12, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TB SA Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1579634 (State

Consent of Ziyanda Ntshona.**

Exhibit 99.3 CONSENT OF ZIYANDA NTSHONA TB SA Acquisition Corp (the “Company”) intends to file a Registration Statement on Form S-l (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named