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 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
PO Box 1093, Boundary Hall,
Cricket Square, Grand Cayman,
KY1-1102, Cayman Islands
(345) 814-5771
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Andrew Rolfe
Chief Executive Officer and Director
Park Avenue Tower
65 East 55th Street, 19th Floor
New York, New York 10022
212-699-2230
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
| Christian O. Nagler Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 | Cedric Van den Borren Kirkland & Ellis International LLP 30 St Mary Axe London EC3A 8AF United Kingdom +44 20 7469 2380 | Raphael M. Russo Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
| Title of Each Class of Security Being Registered | Amount Being Registered | Proposed Maximum Offering Price per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | ||||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2) to acquire one Class A ordinary share | 28,750,000 units | $10.00 | $287,500,000 | $31,366.25 | ||||
Class A ordinary shares included as part of the units(3) | 28,750,000 shares | — | — | —(4) | ||||
Redeemable warrants to acquire one Class A ordinary share included as part of the units(3) | 9,583,333 warrants | — | — | —(4) | ||||
Total | $287,500,000 | $31,366.25(5) | ||||||
| ||||||||
| ||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. |
| (2) | Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,250,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. |
| (3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
TB SA Acquisition Corp is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-253086) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) The Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
Exhibit No. | Description | |||
| 99.1 | Consent of Gareth Penny.* | |||
| 99.2 | Consent of Thando Mhlambiso.* | |||
| 99.3 | Consent of Ziyanda Ntshona.* | |||
| * | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on the 9th day of March, 2021.
| TB SA ACQUISITION CORP | ||||
| By: | /s/ Andrew Rolfe | |||
| Name: | Andrew Rolfe | |||
| Title: | Chief Executive Officer and Director | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ Andrew Rolfe Andrew Rolfe | Chief Executive Officer and Director | March 9, 2021 | ||
/s/ James Crawley James Crawley | Chief Financial Officer | March 9, 2021 | ||
