TPBA / TPB Acquisition Corp I - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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

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 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40732 TPB ACQUISITION CORPORATION I (Exact name of registrant as specifi

Lavoro and TPB Acquisition Corporation I Announce Completion of Business Combination Lavoro ordinary shares and warrants expected to begin trading on Nasdaq on March 1, 2023 under ticker symbols “LVRO” and “LVROW”, respectively Gross proceeds of appr

Exhibit 99.1 Lavoro and TPB Acquisition Corporation I Announce Completion of Business Combination Lavoro ordinary shares and warrants expected to begin trading on Nasdaq on March 1, 2023 under ticker symbols “LVRO” and “LVROW”, respectively Gross proceeds of approximately $134.4 million expected to fund Lavoro’s investment activities and growth initiatives Upon listing, Lavoro to be the first US-l

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 TPB ACQUISITION

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 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40732 98-1582136 (State or Other Jurisdiction of Incorporation) (

Amendment No. 2 to the Sponsor Letter Agreement, dated as of February 28, 2023, by and among TPBA, the Sponsor, and those parties named therein.

Exhibit 10.1 February 28, 2023 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 Lavoro Limited Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501 São Paulo—SP, 04548-005, Brazil Lavoro Agro Limited Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501 São Paulo—SP, 04548-005, Brazil Re: Amendment No. 2 to Sponsor Letter Agreement (the “Letter Agreement”), dated

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 22, 2023 TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporatio

TPB Acquisition Corporation I Shareholders Approve Previously Announced Business Combination with Lavoro

Exhibit 99.1 TPB Acquisition Corporation I Shareholders Approve Previously Announced Business Combination with Lavoro ● Shareholders of TPB Acquisition Corporation I (“TPB Acquisition Corp” or “TPBA”) have approved the previously announced business combination (the “Business Combination”) at the Extraordinary General Meeting on February 22, 2023 ● Transaction is anticipated to close on February 27

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 22, 2023 TPB ACQUISITION

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 22, 2023 TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporatio

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 21, 2023 TPB ACQUISITION

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 21, 2023 TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporatio

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 21, 2023 TPB ACQUISITION

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 21, 2023 TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporatio

Form of Forward Purchase Agreement by and among SPAC and certain equity holders of SPAC.

Exhibit 10.1 FORM OF FORWARD SHARE PURCHASE AGREEMENT This Forward Share Purchase Agreement (this “Agreement”) is entered into as of February 20, 2023, by and among (i) TPB Acquisition Corporation I, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), and (ii) [●] (each individually an “Investor” and collectively, the “Investors”; provided, however, that each re

TPBA / TPB Acquisition Corp I - Class A / Park West Asset Management LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TPB ACQUISITION COrpORATION i (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement

TPBA / TPB Acquisition Corp I - Class A / Sandia Investment Management LP Passive Investment

SC 13G/A 1 schedule13g.htm SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TPB Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule

TPBA / TPB Acquisition Corp I - Class A / P SCHOENFELD ASSET MANAGEMENT LP - TPB ACQUISITION CORPORATION I Passive Investment

SC 13G 1 p23-0874sc13g.htm TPB ACQUISITION CORPORATION I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TPB Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2021 and December 31, 2022 (Date of event w

TPBA / TPB Acquisition Corp I - Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G 1 sc13gtpbacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) TPB Acquisition Corporation I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this State

TPBA / TPB Acquisition Corp I - Class A / SOROS FUND MANAGEMENT LLC - TPB ACQUISITION CORP I Passive Investment

SC 13G/A 1 p23-0744sc13ga.htm TPB ACQUISITION CORP I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TPB Acquisition Corporation I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8990L101 (CUSIP Number) ** (Date of event which requires filing of this statement

TPBA / TPB Acquisition Corp I - Class A / ADAGE CAPITAL PARTNERS GP, L.L.C. - TPB ACQUISITION CORPORATION I Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TPB Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.           )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.           ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2023 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2023 TPB ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2023 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 20, 2023 TPB ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 20, 2023 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 20, 2023 TPB ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 20, 2023 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 27, 2022 TPB ACQUISITION C

425 1 tm2225919d20425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 27, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 27, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 5, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 5, 2022 TPB ACQUISITION CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 5, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Filed by TPB Acquisition Corporation I

Filed by TPB Acquisition Corporation I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lavoro Limited Commission File No.

Lavoro to Host Investor and Analyst Day on November 17, 2022 in the City of São Paulo

Filed by TPB Acquisition Corporation I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lavoro Limited Commission File No.

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

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 10, 2022

Exhibit 99.1 November 10, 2022 2 The material that follows is a confidential presentation that has been prepared by Lavoro Agro Limited and its subsidiaries ( the ?Company? or ?Lavoro?) and is being delivered to persons considering investing in TPB Acquisition Corporation I (?TPB?) with respect to a potential business combination and related transactions (th e ?Business Combination?) between TPB a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 10, 2022 TPB ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 10, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 10, 2022

Exhibit 99.1 November 10, 2022 2 The material that follows is a confidential presentation that has been prepared by Lavoro Agro Limited and its subsidiaries ( the ?Company? or ?Lavoro?) and is being delivered to persons considering investing in TPB Acquisition Corporation I (?TPB?) with respect to a potential business combination and related transactions (th e ?Business Combination?) between TPB a

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 10, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Lavoro to Host Investor and Analyst Day on Thursday, November 10, 2022

Filed by TPB Acquisition Corporation I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lavoro Limited Commission File No.

Filed by TPB Acquisition Corporation I

425 1 tm2225919d10425.htm 425 Filed by TPB Acquisition Corporation I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lavoro Limited Commission File No. 132-02855 Date: October 21, 2022 Leading Brazilian ag inputs retailer Lavoro and soil metagenomics leader Pattern Ag launch exclusive partners

Filed by TPB Acquisition Corporation I

Filed by TPB Acquisition Corporation I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Lavoro Limited Commission File No.

Lavoro Files Preliminary Proxy and Registration Statement on Form F-4 for Proposed Combination with TPB Acquisition Corporation I, The Production Board’s SPAC

Exhibit 99.1 Lavoro Files Preliminary Proxy and Registration Statement on Form F-4 for Proposed Combination with TPB Acquisition Corporation I, The Production Board?s SPAC ? Lavoro, Brazil?s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs, enables farmers to adopt breakthrough technology and boost productivity ? Upon listing, Lavoro will become the first

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 29, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Lavoro Files Preliminary Proxy and Registration Statement on Form F-4 for Proposed Combination with TPB Acquisition Corporation I, The Production Board’s SPAC

Exhibit 99.1 Lavoro Files Preliminary Proxy and Registration Statement on Form F-4 for Proposed Combination with TPB Acquisition Corporation I, The Production Board?s SPAC ? Lavoro, Brazil?s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs, enables farmers to adopt breakthrough technology and boost productivity ? Upon listing, Lavoro will become the first

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 29, 2022 TPB ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 29, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Filed by TPB Acquisition Corporation I

Filed by TPB Acquisition Corporation I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TPB Acquisition Corporation I Commission File No.

Filed by TPB Acquisition Corporation I

Filed by TPB Acquisition Corporation I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TPB Acquisition Corporation I Commission File No.

Lavoro to Become Publicly Traded Through Business Combination with The Production Board’s Special Purpose Acquisition Company, TPB Acquisition Corporation I

Exhibit 99.1 Lavoro to Become Publicly Traded Through Business Combination with The Production Board?s Special Purpose Acquisition Company, TPB Acquisition Corporation I ? Lavoro is Brazil?s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs; enables farmers to adopt breakthrough technology and boost productivity ? Upon listing, Lavoro will become the first

Lock-up Agreement, dated September 14, 2022, by and among the Company, the SPAC, and those parties named therein*

Exhibit 10.2 LOCK-UP AGREEMENT This Lock-Up Agreement (this ?Agreement?) is made as of September 14, 2022, by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman I

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 14, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

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Exhibit 99.3 Lavoro and TPB Acquisition Corp. Investor Presentation Transcript Slide 10 - David Friedberg Hello, I?m Dave Friedberg, CEO of The Production Board and CEO of the TPB Acquisition Corp. I?m here today to share this exciting transaction where TPB Acquisition Corp. intends to merge with Lavoro, the leading agricultural inputs retailer operating across Latin America as we seek to moderniz

Lavoro to Become Publicly Traded Through Business Combination with The Production Board’s Special Purpose Acquisition Company, TPB Acquisition Corporation I

Exhibit 99.1 Lavoro to Become Publicly Traded Through Business Combination with The Production Board?s Special Purpose Acquisition Company, TPB Acquisition Corporation I ? Lavoro is Brazil?s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs; enables farmers to adopt breakthrough technology and boost productivity ? Upon listing, Lavoro will become the first

Form of PIPE Subscription Agreement

Exhibit 10.3 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of , 2022, by and between TPB Acquisition Corporation I, an exempted company incorporated with limited liability in the Cayman Islands (the ?Company?), Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), and the undersigned (the

Form of PIPE Subscription Agreement

Exhibit 10.3 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of , 2022, by and between TPB Acquisition Corporation I, an exempted company incorporated with limited liability in the Cayman Islands (the ?Company?), Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), and the undersigned (the

Form of A&R Registration Rights Agreement

Exhibit 10.5 AMENDED AND RESTATED REGISTRATION AGREEMENT This Amended and Restated Registration Rights Agreement (this ?Agreement?), dated as of ???????, 2022, is made and entered into by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo? or the ?Company?), TPB Acquisition Corporation I, a Cayman Islands exempted company (the ?SPAC?

Voting and Support Agreement, dated September 14, 2022, by and among Lavoro Agro Limited, the Company, and those parties named therein***

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of September 14, 2022 (the ?Effective Date?) by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (the ?Compa

Business Combination Agreement, dated as of September 14, 2022, by and among New PubCo, the Merger Subs, the Company and SPAC*

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among LAVORO LIMITED, LAVORO MERGER SUB I LIMITED, LAVORO MERGER SUB II LIMITED, LAVORO MERGER SUB III LIMITED, LAVORO AGRO LIMITED and TPB ACQUISITION CORPORATION I dated as of September 14, 2022 Table of Contents Page Article I DEFINITIONS 3 1.1 Defined Terms 3 Article II THE PIPE INVESTMENT; THE MERGERS 19 2.1 The PIPE Investment 19 2.2 SPAC Mer

Form of A&R Registration Rights Agreement

Exhibit 10.5 AMENDED AND RESTATED REGISTRATION AGREEMENT This Amended and Restated Registration Rights Agreement (this ?Agreement?), dated as of ???????, 2022, is made and entered into by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo? or the ?Company?), TPB Acquisition Corporation I, a Cayman Islands exempted company (the ?SPAC?

Voting and Support Agreement, dated September 14, 2022, by and among the Company, the SPAC, and those parties named therein*

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of September 14, 2022 (the ?Effective Date?) by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman Islands (the ?Compa

Lock-up Agreement, dated September 14, 2022, by and among Lavoro Agro Limited, the Company, and those parties named therein***

Exhibit 10.2 LOCK-UP AGREEMENT This Lock-Up Agreement (this ?Agreement?) is made as of September 14, 2022, by and among Lavoro Limited, an exempted company incorporated with limited liability in the Cayman Islands, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Lavoro Agro Limited, an exempted company incorporated with limited liability in the Cayman I

Amendment to the Sponsor Letter Agreement, dated as of September 14, 2022, by and among the SPAC, the Sponsor, and those parties named therein.

Exhibit 10.4 September 14, 2022 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 Lavoro Limited Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501 S?o Paulo?SP, 04548-005, Brazil Lavoro Agro Limited Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501 S?o Paulo?SP, 04548-005, Brazil Re: Amendment to Sponsor Letter Agreement (the ?Letter Agreement?), dated Augus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 14, 2022 TPB ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 14, 2022 TPB ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation) (Commission File Number) (I.

2 The material that follows is a confidential presentation that has been prepared by Lavoro Limited and its consolidated subsidiaries (the “Company” or “ Lavoro ”) and is being delivered to persons considering investing in TPB Acquisition Corporation

Exhibit 99.2 2 The material that follows is a confidential presentation that has been prepared by Lavoro Limited and its consolidated subsidiaries (the ?Company? or ? Lavoro ?) and is being delivered to persons considering investing in TPB Acquisition Corporation I (?TPB?) with respect to a potential business combination and related transactions (the ?Business Co mbi nation?) between TPB and Lavor

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Exhibit 99.3 Lavoro and TPB Acquisition Corp. Investor Presentation Transcript Slide 10 - David Friedberg Hello, I?m Dave Friedberg, CEO of The Production Board and CEO of the TPB Acquisition Corp. I?m here today to share this exciting transaction where TPB Acquisition Corp. intends to merge with Lavoro, the leading agricultural inputs retailer operating across Latin America as we seek to moderniz

Amendment to the Sponsor Letter Agreement, dated as of September 14, 2022, by and among the SPAC, the Sponsor, and those parties named therein.

Exhibit 10.4 September 14, 2022 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 Lavoro Limited Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501 S?o Paulo?SP, 04548-005, Brazil Lavoro Agro Limited Av. Dr. Cardoso de Melo, 1450, 5th floor, office 501 S?o Paulo?SP, 04548-005, Brazil Re: Amendment to Sponsor Letter Agreement (the ?Letter Agreement?), dated Augus

Business Combination Agreement, dated as of September 14, 2022, by and among New PubCo, the Merger Subs, Lavoro Agro Limited and the Company***

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among LAVORO LIMITED, LAVORO MERGER SUB I LIMITED, LAVORO MERGER SUB II LIMITED, LAVORO MERGER SUB III LIMITED, LAVORO AGRO LIMITED and TPB ACQUISITION CORPORATION I dated as of September 14, 2022 Table of Contents Page Article I DEFINITIONS 3 1.1 Defined Terms 3 Article II THE PIPE INVESTMENT; THE MERGERS 19 2.1 The PIPE Investment 19 2.2 SPAC Mer

2 The material that follows is a confidential presentation that has been prepared by Lavoro Limited and its consolidated subsidiaries (the “Company” or “ Lavoro ”) and is being delivered to persons considering investing in TPB Acquisition Corporation

Exhibit 99.2 2 The material that follows is a confidential presentation that has been prepared by Lavoro Limited and its consolidated subsidiaries (the ?Company? or ? Lavoro ?) and is being delivered to persons considering investing in TPB Acquisition Corporation I (?TPB?) with respect to a potential business combination and related transactions (the ?Business Co mbi nation?) between TPB and Lavor

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 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40

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 (Mark One) ☒ 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 Commission File No. 001-4

Promissory Note, dated as of April 28, 2022, issued in favor of the Company

Exhibit 10.1 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, SCOPE AND SUBSTANCE TO MAKER THAT S

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 28, 2022 TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of incorporation)

Description of the Company’s securities

Exhibit 4.2 DESCRIPTION OF SECURITIES TPB Acquisition Corporation I (?we,? ?us?, ?our? or the ?Company?) is a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time (the ?Companies Act?) and the common law of the Cayman Islan

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

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 ☐ TRANSI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TPB ACQUISITION CORPORATION I

EX-99.1 2 tm225878d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TPB ACQUISITION CORPORATION I Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 13, 2021 (as restated) F-3 Notes to The Financial Statement (as restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of TPB Acquisition Corporation I San Fran

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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): August 19, 2021 (August 13, 2021) TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other

TPBAU / TPB Acquisition Corporation I Unit / Sandia Investment Management LP Passive Investment

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TPB Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c)

AGREEMENT

EX-99.1 2 tm226694d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Ordinary shares of TPB Acquisition Corporation I. Dated: February 14,

TPBAU / TPB Acquisition Corporation I Unit / TPB Acquisition Sponsor I, LLC - SC 13G Passive Investment

SC 13G 1 tm226694d1sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) TPB Acquisition Corporation I (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Chec

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2022 is by and among Sandia Investment Management L.P. and Timothy J. Sichler (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 1

TPBAU / TPB Acquisition Corporation I Unit / Polar Asset Management Partners Inc. - 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. )* TPB Acquisition Corporation I (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

TPBAU / TPB Acquisition Corporation I Unit / SOROS FUND MANAGEMENT LLC - TPB ACQUISITION CORPORATION I Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TPB Acquisition Corporation I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designa

TPBAU / TPB Acquisition Corporation I Unit / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TPB Acquisition Corporation I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8990L101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

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

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): February 9, 2022 (February 3, 2022) TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of

TPBAU / TPB Acquisition Corporation I Unit / Weiss Asset Management LP Passive Investment

6.15% CUSIP NO. G8990L101 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TPB ACQUISITION CORPORATION I - (Name of Issuer) Class A ordinary shares, par value $0.0001 per share - (Title 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 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TPB Acquisition Corporation I Announces the Separate Trading of its Class A ordinary shares and Warrants Commencing October 1, 2021

EX-99.1 2 tm2128716d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TPB Acquisition Corporation I Announces the Separate Trading of its Class A ordinary shares and Warrants Commencing October 1, 2021 San Francisco, CA / September 28, 2021 TPB Acquisition Corporation I (Nasdaq: TPBAU) (the “Company”) announced that, commencing October 1, 2021, holders of the units (the “Units”) sold in the Company’s initial

Financial Statements and Exhibits, Other Events

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): September 28, 2021 (October 1, 2021) TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of

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 ☐ TRANSITION REPORT PURSUANT TO S

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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TPB ACQUISITION CORPORATION I (Exact Nam

TPBAU / TPB Acquisition Corporation I Unit / ADAGE CAPITAL PARTNERS GP, L.L.C. - TPB ACQUISITION CORPORATION I Passive Investment

SC 13G 1 p21-2015sc13g.htm TPB ACQUISITION CORPORATION I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TPB Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8990L119** (CUSIP Number) August 13, 2021 (Date of Event Which Requires Filing o

JOINT FILING AGREEMENT

EX-1 2 tpbacqex1aug112021.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A ordinary shares, par value $0.0001 per share, of TPB Acqui

Joint Filing Agreement

EX-99.1 2 d217112dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.0001 per share, of TPB Acquisition Corporation I (this “Agreem

TPBAU / TPB Acquisition Corporation I Unit / SOROS FUND MANAGEMENT LLC - TPB ACQUISITION CORPORATION I Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TPB Acquisition Corporation I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8990L119** (CUSIP Number) August 13, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

TPBAU / TPB Acquisition Corporation I Unit / Weiss Asset Management LP Passive Investment

=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

TPBAU / TPB Acquisition Corporation I Unit / Park West Asset Management 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. )* TPB ACQUISITION COrpORATION i (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8990L119 (CUSIP Number) AUGUST 10, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

TPBAU / TPB Acquisition Corporation I Unit / SPRING CREEK CAPITAL 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. )* TPB Acquisition Corporation I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8990L101 (CUSIP Number) August 11, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

TPB ACQUISITION CORPORATION I

Exhibit 99.1 TPB ACQUISITION CORPORATION I Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 13, 2021 F-3 Notes to The Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of TPB Acquisition Corporation I San Francisco, California Opinion on the Financial Statement We have audited the acc

Financial Statements and Exhibits, Other Events

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): August 19, 2021 (August 13, 2021) TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of in

Letter Agreement among the Company, the Sponsor and the Company’s officers and directors

Exhibit 10.6 August 13, 2021 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 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 among TPB Acquisition Corporation I, a Cayman Islands exempted company (the

Indemnity Agreement between the Company and each of the officers and directors of the Company

EX-10.4 8 tm2125090d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 13, 2021, by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and each individual listed on the signature pages attached hereto (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serv

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

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): August 16, 2021 (August 10, 2021) TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40732 98-1582136 (State or other jurisdiction of in

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

EX-4.4 4 tm2125090d1ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT TPB ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 13, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated August 13, 2021, is by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corp

Underwriting Agreement between the Company and Barclays Capital Inc. and Code Advisors LLC

EX-1.1 2 tm2125090d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 17,500,000 Units TPB ACQUISITION CORPORATION I ($10.00 per Unit) UNDERWRITING AGREEMENT August 10, 2021 Barclays Capital Inc. Code Advisors Llc As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue, New York, New York 10019 c/o Code Advisors LLC 921 Front Street San Fran

Private Placement Warrants Purchase Agreement 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 August 10, 2021, is entered into by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and TPB Acquisition Sponsor, LLC, a Delawar

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TPB ACQUISITION CORPORATION I (ADOPTED BY SPECIAL RESOLUTION DATED APRIL 29, 2021 AND EFFECTIVE ON AUGUST 9, 2021) www.verify.gov.ky File#: 371266 Filed: 09-Aug-2021 16:01 EST Auth Code: H44342365817 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN I

Administrative Services Agreement between the Company and the Sponsor

EX-10.5 9 tm2125090d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 TPB ACQUISITION CORPORATION I 1 Letterman Drive Suite A3-1 San Francisco, CA 94129 August 13, 2021 TPB Acquisition Sponsor I, LLC 1 Letterman Drive Suite A3-1 San Francisco, CA 94129 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “

Form of Forward Purchase Agreement, dated August 10, 2021 between the Company and certain equity holders of the Company

Exhibit 10.7 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of August 10, 2021 by and among TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), TPB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and [Entity Name] (the “Purchaser”). The amount of Class A Shares (as defined below) subje

Forward Purchase Agreement, dated August 10, 2021 between the Company and Sponsor

EX-10.8 12 tm2125090d1ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of August 10, 2021, between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and TPB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”). The amount of Units (as defined below) sub

Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company.

EX-10.1 5 tm2125090d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 13, 2021 by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Comp

Registration Rights Agreement among the Company, the Sponsor and certain other equityholders named therein

EX-10.2 6 tm2125090d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2021, is made and entered into by and among TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), TPB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “S

$175,000,000 TPB Acquisition Corporation I 17,500,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-253325 PROSPECTUS $175,000,000 TPB Acquisition Corporation I 17,500,000 Units TPB Acquisition Corporation I 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 combination with o

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 TPB ACQUISITION CORPORATION I (Exact Name Of Re

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 TPB ACQUISITION CORPORATION I (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 98-1582136 (J.

* * * [signature page follows]

August 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

TPB ACQUISTION CORP. I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 August 5, 2021

TPB ACQUISTION CORP. I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 August 5, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Eric Mcphee Jennifer Monick James Lopez Re: TPB Acquisition Corp. 1 Registration Statement on Form S-1, as amended Filed July 27, 2021 File

As filed with the Securities and Exchange Commission on July 27, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 27, 2021.

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

Exhibit 4.4 WARRANT AGREEMENT TPB ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warr

* * *

Rachel Proffitt +1 415 693 2031 [email protected] July 27, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Eric Mcphee Jennifer Monick Janice Adeloye James Lopez Re: TPB Acquisition Corp. I Amendment No. 5 to Registration Statement on Form S-1 Filed July 8, 2021 File No. 333-25332

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

Exhibit 10.7 [●], 2021 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 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 among TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Compa

As filed with the Securities and Exchange Commission on July 8, 2021.

S-1/A 1 tm216853-11s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 8, 2021. No. 333-253325 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands (State o

Form of Forward Purchase Agreement among Registrant, the Sponsor and other third parties

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [], 2021 by and among TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), TPB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and [] (the “Purchaser”). The amount of Class A Shares (as defined below) subject to forward purc

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

Exhibit 4.4 WARRANT AGREEMENT TPB ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warr

Form of Forward Purchase Agreement between Registrant and the Sponsor

Exhibit 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [], 2021, between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and TPB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”). The amount of Units (as defined below) subject to forward purchase by the Purchaser will be se

- S-1/A

As filed with the Securities and Exchange Commission on April 29, 2021. No. 333-253325 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1582136 (State or other jurisdiction of incorpora

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 21, 2021.

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

Exhibit 10.7 [●], 2021 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 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 among TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Compa

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

EX-10.1 7 tm216853d10ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s r

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

Exhibit 4.4 WARRANT AGREEMENT TPB ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warr

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

EX-10.2 8 tm216853d10ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF 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 TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), TPB Acquisition Sponsor, LLC, a Delaware limited liability company (the “S

Specimen Unit Certificate.*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR TPB Acquisition Corporation I CERTAIN DEFINITIONS CUSIP [ ] 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 (?Ordinary

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 TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and TPB Acquisition Sponsor, LLC, a Delaware limit

Form of Underwriting Agreement.*

Exhibit 1.1 20,000,000 Units TPB ACQUISITION CORPORATION I ($10.00 per Unit) UNDERWRITING AGREEMENT [], 2021 Barclays Capital Inc. Code Advisors LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Code Advisors LLC 921 Front Street San Francisco, California 94111 Ladies and Gentlemen: TPB

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Rachel Proffitt +1 415 693 2031 [email protected] April 2, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Eric Mcphee Jennifer Monick James Lopez Re: TPB Acquisition Corp I Form S-1/A filed March 23, 2021 File No. 333-253325 Ladies and Gentlemen: On behalf of TPB Acquisition Corp

- S-1/A

S-1/A 1 tm216853-5s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 2, 2021. No. 333-253325 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 TPB ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands (State o

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Rachel Proffitt +1 415 693 2031 [email protected] March 29, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Eric Mcphee Jennifer Monick James Lopez Re: TPB Acquisition Corp I Form S-1/A filed March 23, 2021 File No. 333-253325 Ladies and Gentlemen: On behalf of TPB Acquisition Cor

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR TPB Acquisition Corporation I CERTAIN DEFINITIONS CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH 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 (“Ordinar

Form of Audit Committee Charter.*

Exhibit 99.5 TPB ACQUISITION CORPORATION I CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose and Policy The primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”) of TPB Acquisition Corporation I (the “Company”) in fulfilling the Board’s oversight responsibilities with respect to the Company’s corporate accounting a

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

EX-10.1 10 tm216853d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s r

Form of Nominating Committee Charter.*

EX-99.7 19 tm216853d3ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 TPB ACQUISITION CORPORATION I CHARTER OF NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Nominating Committee (“Committee”) is a committee of the Board of Directors (the “Board”) of TPB Acquisition Corporation I (the “Company”), established to help ensure that the Board is properly constituted to meet its fiduciary obligations to

Form of 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 TPB Acquisition Corporation I (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 ASSOCIATION OF TPB Acquisition Co

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 TPB Acquisition Corporation I Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s)

Form of Indemnity Agreement.*

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between TPB Acquisition Corporation I, 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

Specimen Class A Ordinary Share Certificate.*

EX-4.2 5 tm216853d3ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES TPB ACQUISITION CORPORATION I INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] 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 TPB ACQUISI

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 23, 2021.

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Rachel Proffitt +1 415 693 2031 [email protected] March 23, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Eric Mcphee Jennifer Monick James Lopez Re: TPB Acquisition Corp I Form S-1 filed February 19, 2021 File No. 333-253325 Ladies and Gentlemen: On behalf of TPB Acquisition Co

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 TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and TPB Acquisition Sponsor, LLC, a Delaware limit

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

Exhibit 10.2 FORM OF 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 TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), TPB Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed

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

Exhibit 10.7 [●], 2021 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 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 among TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Compa

Form of Underwriting Agreement.

Exhibit 1.1 25,000,000 Units TPB ACQUISITION CORPORATION I ($10.00 per Unit) UNDERWRITING AGREEMENT March [], 2021 Barclays Capital Inc. Code Advisors LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Code Advisors LLC 921 Front Street San Francisco, California 94111 Ladies and Gentlemen

Form of Compensation Committee Charter.*

EX-99.6 18 tm216853d3ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 TPB ACQUISITION CORPORATION I COMPENSATION COMMITTEE CHARTER OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of TPB Acquisition Corporation I (the “Company”) shall be to oversee and review the Company’s compensation policies, plans and pr

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

EX-4.4 7 tm216853d3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT TPB ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as w

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

Exhibit 10.5 TPB ACQUISITION CORPORATION I 1 Letterman Drive Suite A3-1 San Francisco, CA 94129 [], 2021 TPB Acquisition Sponsor, LLC 1 Letterman Drive Suite A3-1 San Francisco, CA 94129 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 public offeri

Securities Subscription Agreement, dated February 8, 2021, between the Registrant and the Sponsor.*

Exhibit 10.6 TPB Acquisition Corporation I Floor 4, Willow House, Cricket Square Grand Cayman, KY1-9010, Cayman Islands February 8, 2021 TPB Acquisition Sponsor I, LLC Letterman Drive, Suite A3-1, San Francisco, CA 94129 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on February 8, 2021 by and between TPB Acquisition Sponsor I, LLC, a

Consent of Bharat Vasan.*

EX-99.1 6 tm216853d1ex99-1.htm EX-99.1 Exhibit 99.1 February 19, 2021 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 Consent To Be Named As a Director Nominee TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), is filing a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission

Memorandum and Articles of Association.*

? Exhibit 3.1? THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF TPB ACQUISITION CORPORATION I ? THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF TPB ACQUISITION CORPORATION I 1 The name of the Company is TPB Acquisition Corporation I. ? 2 The Registered Office of

Consent of Neil Renninger.*

Exhibit 99.3 February 19, 2021 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 Consent To Be Named As a Director Nominee TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), is filing a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as am

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

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 19, 2021.

Consent of Kerry Cooper.*

? Exhibit 99.2? February 19, 2021 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 Consent To Be Named As a Director Nominee TPB Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), is filing a Registration Statement on Form S-1 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as

Consent of April Underwood.*

Exhibit 99.4 February 19, 2021 TPB Acquisition Corporation I 1 Letterman Drive, Suite A3-1 San Francisco, CA 94129 Consent To Be Named As a Director Nominee TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), is filing a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as am

Promissory Note, dated as of February 9, 2021, between the Registrant and the Sponsor.*

Exhibit 10.8 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 REAvpSONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN