TBTable SAof ACQUISITION CORP Contents

PARTTable I.of FINANCIAL INFORMATION Contents

WarrantTable Liabilitiesof Contents

27Table of Contents

OurTable managementof does not believe that there are any recently issued, but not yet effective, accounting standards that if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. Contents

30Table of Contents

non-interestTable of Contents

false0001843764Q2--12-31KY00-00000000.250.500.250.250.500.50 0001843764 2022-01-01 2022-06-30 0001843764 2021-12-31 0001843764 2022-06-30 0001843764 2021-01-27 2021-06-30 0001843764 2021-04-01 2021-06-30 0001843764 2022-04-01 2022-06-30 0001843764 2021-01-27 2021-03-31 0001843764 2022-01-01 2022-03-31 0001843764 2021-03-12 2021-03-12 0001843764 2021-06-01 2021-06-01 0001843764 2021-03-15 0001843764 2021-01-26 0001843764 2021-06-30 0001843764 2022-03-31 0001843764 2021-03-31 0001843764 us-gaap:CommonClassAMember 2022-06-30 0001843764 us-gaap:CommonClassBMember 2022-06-30 0001843764 srt:MinimumMember 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:PublicWarrantsMember 2022-06-30 0001843764 tbsau:PublicWarrantsMember 2022-06-30 0001843764 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 us-gaap:FairValueInputsLevel1Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PublicWarrantsMember 2022-06-30 0001843764 tbsau:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member 2022-06-30 0001843764 us-gaap:FairValueInputsLevel3Member tbsau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PrivatePlacementWarrantsMember 2022-06-30 0001843764 us-gaap:FairValueInputsLevel1Member tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2022-06-30 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember tbsau:PrivatePlacementWarrantsMember 2022-06-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember 2022-06-30 0001843764 tbsau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2022-06-30 0001843764 tbsau:RedemptionOfWarrantsMember us-gaap:CommonClassAMember 2022-06-30 0001843764 us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member 2022-06-30 0001843764 tbsau:MeasurementInputStrikePriceMember us-gaap:FairValueInputsLevel3Member 2022-06-30 0001843764 us-gaap:MeasurementInputExpectedTermMember us-gaap:FairValueInputsLevel3Member 2022-06-30 0001843764 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member 2022-06-30 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-06-30 0001843764 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member 2022-06-30 0001843764 tbsau:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember tbsau:RedemptionOfWarrantsMember 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:RedemptionOfWarrantsMember tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2022-06-30 0001843764 tbsau:PromissoryNoteMember tbsau:SponsorMember 2022-06-30 0001843764 tbsau:UnderwritingAgreementMember tbsau:CompletionOfBusinessCombinationMember 2022-06-30 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-06-30 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-06-30 0001843764 tbsau:AdministrativeSupportFeesMember tbsau:SponsorMember 2022-06-30 0001843764 tbsau:AdministrativeServicesAgreementMember 2022-06-30 0001843764 tbsau:FounderSharesMember 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyOneMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyTwoMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountToBeVestedOnTheCompaniesSuccessfulConsummationOfBusinessCombinationMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2022-06-30 0001843764 tbsau:WorkingCapitalLoanMember tbsau:SponsorMember 2022-06-30 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-06-30 0001843764 tbsau:WorkingCapitalLoanMember 2022-06-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-06-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputSelectedDebtYieldRateBAndBbRatedBondYieldsMember 2022-06-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2022-06-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputStrikePriceMember 2022-06-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-06-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-06-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2022-06-30 0001843764 tbsau:WorkingCapitalLoanPayableMember tbsau:WorkingCapitalLoansMember 2022-06-30 0001843764 tbsau:WorkingCapitalLoansMember us-gaap:FairValueMeasurementsRecurringMember 2022-06-30 0001843764 tbsau:WorkingCapitalLoansMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2022-06-30 0001843764 tbsau:WorkingCapitalLoansMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2022-06-30 0001843764 tbsau:WorkingCapitalLoansMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2022-06-30 0001843764 us-gaap:CommonClassAMember 2021-12-31 0001843764 us-gaap:CommonClassBMember 2021-12-31 0001843764 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001843764 tbsau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel1Member tbsau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel2Member tbsau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member tbsau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PrivatePlacementWarrantsMember 2021-12-31 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001843764 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember tbsau:PrivatePlacementWarrantsMember 2021-12-31 0001843764 tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001843764 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputStrikePriceMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2021-12-31 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2021-12-31 0001843764 tbsau:AdministrativeSupportFeesMember tbsau:SponsorMember 2021-12-31 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2021-12-31 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001843764 tbsau:WorkingCapitalLoanMember 2021-12-31 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoanMember 2021-12-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001843764 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-04-01 2022-06-30 0001843764 tbsau:PublicWarrantsMember 2022-04-01 2022-06-30 0001843764 us-gaap:CommonClassAMember 2022-04-01 2022-06-30 0001843764 us-gaap:CommonClassBMember 2022-04-01 2022-06-30 0001843764 tbsau:WorkingCapitalLoanPayableMember tbsau:WorkingCapitalLoansMember 2022-04-01 2022-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001843764 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-04-01 2021-06-30 0001843764 us-gaap:CommonClassAMember 2021-04-01 2021-06-30 0001843764 us-gaap:CommonClassBMember 2021-04-01 2021-06-30 0001843764 us-gaap:CapitalUnitsMember 2022-01-01 2022-06-30 0001843764 us-gaap:WarrantMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-01 2022-06-30 0001843764 us-gaap:IPOMember 2022-01-01 2022-06-30 0001843764 srt:MinimumMember 2022-01-01 2022-06-30 0001843764 tbsau:SponsorMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassAMember 2022-01-01 2022-06-30 0001843764 tbsau:PublicWarrantsMember 2022-01-01 2022-06-30 0001843764 tbsau:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember us-gaap:CommonClassAMember 2022-01-01 2022-06-30 0001843764 tbsau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2022-01-01 2022-06-30 0001843764 tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:RedemptionOfWarrantsMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:PublicWarrantsMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember tbsau:RedemptionOfWarrantsMember 2022-01-01 2022-06-30 0001843764 tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember tbsau:RedemptionOfWarrantsMember us-gaap:CommonClassAMember 2022-01-01 2022-06-30 0001843764 tbsau:UnitsMember tbsau:UnderwriterCommitmentToCoverOverAllotmentsMember us-gaap:OverAllotmentOptionMember 2022-01-01 2022-06-30 0001843764 us-gaap:OverAllotmentOptionMember 2022-01-01 2022-06-30 0001843764 tbsau:UnderwritingAgreementMember tbsau:CompletionOfBusinessCombinationMember 2022-01-01 2022-06-30 0001843764 tbsau:ConsultingArrangementsMember tbsau:OfentseMolefeMember 2022-01-01 2022-06-30 0001843764 tbsau:ConsultingArrangementsMember tbsau:JamesCrawleyMember 2022-01-01 2022-06-30 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassBMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassBMember tbsau:SponsorMember 2022-01-01 2022-06-30 0001843764 tbsau:FounderSharesMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheOneMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyOneMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember tbsau:AmountToBeVestedOnTwentySecondOfMarchTwoThousandAndTwentyTwoOneYearFromTheCompaniesDateOfInitialPublicOfferMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:AmountToBeVestedOnTheCompaniesSuccessfulConsummationOfBusinessCombinationMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember tbsau:AmountToBeVestedOnTheCompaniesSuccessfulConsummationOfBusinessCombinationMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyOneMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyTwoMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2022-01-01 2022-06-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountToBeVestedOnTheCompaniesSuccessfulConsummationOfBusinessCombinationMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2022-01-01 2022-06-30 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-01-01 2022-06-30 0001843764 us-gaap:CommonClassAMember 2021-01-27 2021-06-30 0001843764 us-gaap:CommonClassBMember 2021-01-27 2021-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001843764 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-01-01 2022-03-31 0001843764 tbsau:PublicWarrantsMember 2022-01-01 2022-03-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-01-27 2021-03-31 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-01-27 2021-03-31 0001843764 us-gaap:RetainedEarningsMember 2021-01-27 2021-03-31 0001843764 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-03-25 2021-03-25 0001843764 tbsau:SponsorMember tbsau:PrivatePlacementWarrantsMember 2021-03-25 2021-03-25 0001843764 tbsau:SponsorMember us-gaap:CommonClassAMember tbsau:AfterCompletionOfBusinessCombinationMember 2021-03-25 2021-03-25 0001843764 us-gaap:OverAllotmentOptionMember tbsau:UnderwriterCommitmentToCoverOverAllotmentsMember tbsau:UnitsMember 2021-03-25 2021-03-25 0001843764 tbsau:UnderwritingAgreementMember 2021-03-25 2021-03-25 0001843764 tbsau:AdministrativeServicesAgreementMember tbsau:SponsorMember 2021-03-25 2021-03-25 0001843764 us-gaap:IPOMember 2021-03-25 2021-03-25 0001843764 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-03-25 0001843764 tbsau:PrivatePlacementWarrantsMember tbsau:SponsorMember 2021-03-25 0001843764 tbsau:UnderwritingAgreementMember 2021-03-25 0001843764 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-01-27 2021-12-31 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-27 2021-12-31 0001843764 tbsau:FounderSharesMember 2021-01-27 2021-12-31 0001843764 tbsau:SponsorMember us-gaap:CommonClassAMember tbsau:AfterCompletionOfBusinessCombinationMember 2021-02-01 2021-02-01 0001843764 tbsau:SponsorMember tbsau:FounderSharesMember 2021-02-01 2021-02-01 0001843764 tbsau:FounderSharesMember tbsau:AfterCompletionOfBusinessCombinationMember tbsau:SponsorMember 2021-02-01 2021-02-01 0001843764 tbsau:PromissoryNoteMember tbsau:SponsorMember 2021-02-01 2021-02-01 0001843764 tbsau:FounderSharesMember tbsau:SponsorMember 2021-02-01 0001843764 tbsau:AfterCompletionOfBusinessCombinationMember us-gaap:CommonClassAMember tbsau:SponsorMember 2021-02-01 0001843764 tbsau:PromissoryNoteMember tbsau:SponsorMember 2021-02-01 0001843764 tbsau:FounderSharesMember tbsau:SponsorMember 2021-05-07 2021-05-07 0001843764 us-gaap:CommonClassBMember tbsau:SponsorMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember tbsau:GarethPennyMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember tbsau:JamesCrawleyMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember tbsau:ThandoMhlambisoMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember tbsau:ZiyandaNtshonaMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember 2021-03-12 2021-03-12 0001843764 tbsau:VestingAtBusinessCombinationDateMember 2021-03-12 2021-03-12 0001843764 tbsau:VestingAtIpoDateMember 2021-03-12 2021-03-12 0001843764 tbsau:FounderSharesMember 2021-03-12 2021-03-12 0001843764 tbsau:SponsorMember us-gaap:CommonClassBMember 2021-03-12 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2021-03-12 2021-12-31 0001843764 tbsau:ConsultingArrangementsMember tbsau:JamesCrawleyMember 2021-01-01 2021-12-31 0001843764 tbsau:ConsultingArrangementsMember tbsau:OfentseMolefeMember 2021-01-01 2021-12-31 0001843764 tbsau:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-01-01 2021-12-31 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputSelectedDebtYieldRateBAndBbRatedBondYieldsMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputStrikePriceMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2022-02-28 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputSelectedDebtYieldRateBAndBbRatedBondYieldsMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputStrikePriceMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2022-06-09 0001843764 tbsau:WorkingCapitalLoansMember tbsau:SponsorMember 2022-02-28 2022-02-28 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-02-28 2022-02-28 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-03-31 2022-03-31 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-03-31 0001843764 tbsau:PromissoryNoteMember tbsau:SponsorMember 2021-04-16 2021-04-16 0001843764 tbsau:OfentseMolefeMember 2021-06-01 2021-06-01 0001843764 tbsau:OfentseMolefeMember 2022-06-30 2022-06-30 0001843764 srt:MaximumMember tbsau:OfentseMolefeMember 2022-06-30 2022-06-30 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-06-09 2022-06-09 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2021-03-22 2021-03-31 0001843764 us-gaap:CommonClassBMember 2022-08-23 0001843764 us-gaap:CommonClassAMember 2022-08-23 0001843764 tbsau:ConsultingArrangementsMember tbsau:OfentseMolefeMember 2021-04-26 0001843764 us-gaap:RetainedEarningsMember 2022-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-06-30 0001843764 us-gaap:RetainedEarningsMember 2021-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-06-30 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-06-30 0001843764 us-gaap:RetainedEarningsMember 2021-12-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-12-31 0001843764 tbsau:PrivatePlacementWarrantsMember 2021-12-31 0001843764 tbsau:PublicWarrantsMember 2021-12-31 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-03-31 0001843764 tbsau:PublicWarrantsMember 2022-03-31 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-03-31 0001843764 us-gaap:RetainedEarningsMember 2022-03-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001843764 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-03-31 0001843764 us-gaap:RetainedEarningsMember 2021-01-26 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-01-26 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-01-26 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-01-26 0001843764 us-gaap:RetainedEarningsMember 2021-03-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-03-31 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-03-31 iso4217:USD xbrli:shares utr:Day xbrli:pure utr:Month utr:Year iso4217:USD xbrli:shares utr:Y

Table of Contents

false0001843764Q3--12-3100-0000000 0001843764 2022-01-01 2022-09-30 0001843764 2021-12-31 0001843764 2022-09-30 0001843764 2021-01-27 2021-09-30 0001843764 2021-07-01 2021-09-30 0001843764 2022-07-01 2022-09-30 0001843764 2021-01-27 2021-03-31 0001843764 2022-01-01 2022-03-31 0001843764 2022-04-01 2022-06-30 0001843764 2021-04-01 2021-06-30 0001843764 2022-01-01 2022-06-30 0001843764 2021-03-12 2021-03-12 0001843764 2021-03-12 2021-12-31 0001843764 2022-06-30 2022-06-30 0001843764 2021-06-01 2021-06-01 0001843764 2021-03-15 0001843764 2021-01-26 0001843764 2021-09-30 0001843764 2022-03-31 0001843764 2022-06-30 0001843764 2021-06-30 0001843764 2021-03-31 0001843764 us-gaap:CommonClassBMember 2022-09-30 0001843764 us-gaap:CommonClassAMember 2022-09-30 0001843764 srt:MinimumMember tbsau:TargetEntityMember 2022-09-30 0001843764 srt:MinimumMember 2022-09-30 0001843764 us-gaap:CommonClassAMember tbsau:PublicWarrantsMember 2022-09-30 0001843764 tbsau:PublicWarrantsMember 2022-09-30 0001843764 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2022-09-30 0001843764 us-gaap:FairValueInputsLevel1Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2022-09-30 0001843764 tbsau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-09-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member tbsau:PublicWarrantsMember 2022-09-30 0001843764 us-gaap:FairValueInputsLevel2Member tbsau:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-09-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2022-09-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member 2022-09-30 0001843764 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember tbsau:PrivatePlacementWarrantsMember 2022-09-30 0001843764 tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember 2022-09-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2022-09-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2022-09-30 0001843764 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember 2022-09-30 0001843764 tbsau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember 2022-09-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2022-09-30 0001843764 tbsau:RedemptionOfWarrantsMember us-gaap:CommonClassAMember 2022-09-30 0001843764 us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 tbsau:MeasurementInputStrikePriceMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 us-gaap:MeasurementInputExpectedTermMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-09-30 0001843764 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 tbsau:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember 2022-09-30 0001843764 tbsau:RedemptionOfWarrantsMember us-gaap:CommonClassAMember tbsau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember 2022-09-30 0001843764 tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember us-gaap:CommonClassAMember tbsau:RedemptionOfWarrantsMember 2022-09-30 0001843764 tbsau:PromissoryNoteMember tbsau:SponsorMember 2022-09-30 0001843764 tbsau:UnderwritingAgreementMember tbsau:CompletionOfBusinessCombinationMember 2022-09-30 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-09-30 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-09-30 0001843764 tbsau:AdministrativeSupportFeesMember tbsau:SponsorMember 2022-09-30 0001843764 tbsau:AdministrativeServicesAgreementMember 2022-09-30 0001843764 tbsau:FounderSharesMember 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyOneMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyTwoMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountToBeVestedOnTheCompaniesSuccessfulConsummationOfBusinessCombinationMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2022-09-30 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-09-30 0001843764 tbsau:WorkingCapitalLoanMember tbsau:SponsorMember 2022-09-30 0001843764 tbsau:WorkingCapitalLoanMember 2022-09-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-09-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputSelectedDebtYieldRateBAndBbRatedBondYieldsMember 2022-09-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2022-09-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputStrikePriceMember 2022-09-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-09-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-09-30 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2022-09-30 0001843764 tbsau:WorkingCapitalLoanPayableMember tbsau:WorkingCapitalLoansMember 2022-09-30 0001843764 tbsau:WorkingCapitalLoansMember us-gaap:FairValueMeasurementsRecurringMember 2022-09-30 0001843764 tbsau:WorkingCapitalLoansMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2022-09-30 0001843764 tbsau:WorkingCapitalLoansMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2022-09-30 0001843764 tbsau:WorkingCapitalLoansMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2022-09-30 0001843764 us-gaap:CommonClassBMember 2021-12-31 0001843764 us-gaap:CommonClassAMember 2021-12-31 0001843764 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PublicWarrantsMember 2021-12-31 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0001843764 us-gaap:FairValueMeasurementsRecurringMember tbsau:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001843764 tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel1Member tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember tbsau:PrivatePlacementWarrantsMember 2021-12-31 0001843764 tbsau:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001843764 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputStrikePriceMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001843764 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2021-12-31 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2021-12-31 0001843764 tbsau:AdministrativeSupportFeesMember tbsau:SponsorMember 2021-12-31 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2021-12-31 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-12-31 0001843764 tbsau:WorkingCapitalLoanMember 2021-12-31 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoanMember 2021-12-31 0001843764 us-gaap:RetainedEarningsMember 2022-07-01 2022-09-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-07-01 2022-09-30 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-07-01 2022-09-30 0001843764 tbsau:PublicWarrantsMember 2022-07-01 2022-09-30 0001843764 us-gaap:CommonClassAMember 2022-07-01 2022-09-30 0001843764 us-gaap:CommonClassBMember 2022-07-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2022-07-01 2022-09-30 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-07-01 2022-09-30 0001843764 us-gaap:RetainedEarningsMember 2021-07-01 2021-09-30 0001843764 us-gaap:CommonClassAMember 2021-07-01 2021-09-30 0001843764 us-gaap:CommonClassBMember 2021-07-01 2021-09-30 0001843764 us-gaap:CapitalUnitsMember 2022-01-01 2022-09-30 0001843764 us-gaap:WarrantMember 2022-01-01 2022-09-30 0001843764 us-gaap:IPOMember 2022-01-01 2022-09-30 0001843764 srt:MinimumMember 2022-01-01 2022-09-30 0001843764 tbsau:SponsorMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassAMember 2022-01-01 2022-09-30 0001843764 tbsau:PublicWarrantsMember 2022-01-01 2022-09-30 0001843764 tbsau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2022-01-01 2022-09-30 0001843764 tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassAMember tbsau:RedemptionOfWarrantsMember 2022-01-01 2022-09-30 0001843764 tbsau:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember us-gaap:CommonClassAMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassAMember tbsau:PublicWarrantsMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassAMember tbsau:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember tbsau:RedemptionOfWarrantsMember 2022-01-01 2022-09-30 0001843764 tbsau:SharePriceEqualOrExceedsTenPointZeroRupeesPerDollarMember us-gaap:CommonClassAMember tbsau:RedemptionOfWarrantsMember 2022-01-01 2022-09-30 0001843764 tbsau:UnitsMember tbsau:UnderwriterCommitmentToCoverOverAllotmentsMember us-gaap:OverAllotmentOptionMember 2022-01-01 2022-09-30 0001843764 us-gaap:OverAllotmentOptionMember 2022-01-01 2022-09-30 0001843764 tbsau:UnderwritingAgreementMember tbsau:CompletionOfBusinessCombinationMember 2022-01-01 2022-09-30 0001843764 tbsau:ConsultingArrangementsMember tbsau:JamesCrawleyMember 2022-01-01 2022-09-30 0001843764 tbsau:ConsultingArrangementsMember tbsau:OfentseMolefeMember 2022-01-01 2022-09-30 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassBMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassBMember tbsau:SponsorMember 2022-01-01 2022-09-30 0001843764 tbsau:OfentseMolefeMember 2022-01-01 2022-09-30 0001843764 tbsau:FounderSharesMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheOneMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyOneMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember tbsau:AmountToBeVestedOnTwentySecondOfMarchTwoThousandAndTwentyTwoOneYearFromTheCompaniesDateOfInitialPublicOfferMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:AmountToBeVestedOnTheCompaniesSuccessfulConsummationOfBusinessCombinationMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember tbsau:AmountToBeVestedOnTheCompaniesSuccessfulConsummationOfBusinessCombinationMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyOneMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountVestedOnTwentySecondMarchTwoThousandAndTwentyTwoMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2022-01-01 2022-09-30 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember tbsau:FounderSharesPortionOfWhichHasBeenTransferredMember tbsau:AmountToBeVestedOnTheCompaniesSuccessfulConsummationOfBusinessCombinationMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2022-01-01 2022-09-30 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-01-01 2022-09-30 0001843764 us-gaap:CommonClassAMember 2021-01-27 2021-09-30 0001843764 us-gaap:CommonClassBMember 2021-01-27 2021-09-30 0001843764 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-01-01 2022-03-31 0001843764 tbsau:PublicWarrantsMember 2022-01-01 2022-03-31 0001843764 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-04-01 2022-06-30 0001843764 tbsau:PublicWarrantsMember 2022-04-01 2022-06-30 0001843764 tbsau:WorkingCapitalLoanPayableMember tbsau:WorkingCapitalLoansMember 2022-04-01 2022-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-01-27 2021-03-31 0001843764 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-01-27 2021-03-31 0001843764 us-gaap:RetainedEarningsMember 2021-01-27 2021-03-31 0001843764 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001843764 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001843764 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-03-25 2021-03-25 0001843764 tbsau:PrivatePlacementWarrantsMember tbsau:SponsorMember 2021-03-25 2021-03-25 0001843764 tbsau:AfterCompletionOfBusinessCombinationMember us-gaap:CommonClassAMember tbsau:SponsorMember 2021-03-25 2021-03-25 0001843764 us-gaap:OverAllotmentOptionMember tbsau:UnderwriterCommitmentToCoverOverAllotmentsMember tbsau:UnitsMember 2021-03-25 2021-03-25 0001843764 tbsau:UnderwritingAgreementMember 2021-03-25 2021-03-25 0001843764 tbsau:AdministrativeServicesAgreementMember tbsau:SponsorMember 2021-03-25 2021-03-25 0001843764 us-gaap:IPOMember 2021-03-25 2021-03-25 0001843764 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-03-25 0001843764 tbsau:SponsorMember tbsau:PrivatePlacementWarrantsMember 2021-03-25 0001843764 tbsau:UnderwritingAgreementMember 2021-03-25 0001843764 tbsau:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2021-03-25 0001843764 tbsau:WorkingCapitalLoanPayableMember tbsau:WorkingCapitalLoansMember 2022-06-30 0001843764 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-01-27 2021-12-31 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-01-27 2021-12-31 0001843764 tbsau:FounderSharesMember 2021-01-27 2021-12-31 0001843764 tbsau:FounderSharesMember tbsau:SponsorMember 2021-02-01 2021-02-01 0001843764 tbsau:AfterCompletionOfBusinessCombinationMember tbsau:FounderSharesMember tbsau:SponsorMember 2021-02-01 2021-02-01 0001843764 tbsau:AfterCompletionOfBusinessCombinationMember us-gaap:CommonClassAMember tbsau:SponsorMember 2021-02-01 2021-02-01 0001843764 tbsau:SponsorMember tbsau:PromissoryNoteMember 2021-02-01 2021-02-01 0001843764 tbsau:SponsorMember tbsau:FounderSharesMember 2021-02-01 0001843764 tbsau:AfterCompletionOfBusinessCombinationMember us-gaap:CommonClassAMember tbsau:SponsorMember 2021-02-01 0001843764 tbsau:PromissoryNoteMember tbsau:SponsorMember 2021-02-01 0001843764 tbsau:FounderSharesMember tbsau:SponsorMember 2021-05-07 2021-05-07 0001843764 us-gaap:CommonClassBMember tbsau:SponsorMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember tbsau:GarethPennyMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember tbsau:JamesCrawleyMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember tbsau:ThandoMhlambisoMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember tbsau:ZiyandaNtshonaMember 2021-03-12 2021-03-12 0001843764 us-gaap:CommonClassBMember 2021-03-12 2021-03-12 0001843764 tbsau:VestingAtIpoDateMember 2021-03-12 2021-03-12 0001843764 tbsau:VestingAtBusinessCombinationDateMember 2021-03-12 2021-03-12 0001843764 tbsau:FounderSharesMember 2021-03-12 2021-03-12 0001843764 tbsau:SponsorMember us-gaap:CommonClassBMember 2021-03-12 0001843764 tbsau:OfentseMolefeMember 2021-06-01 2021-06-01 0001843764 us-gaap:CommonClassBMember tbsau:SponsorMember 2022-06-30 2022-06-30 0001843764 srt:MaximumMember tbsau:OfentseMolefeMember 2022-06-30 2022-06-30 0001843764 tbsau:OfentseMolefeMember 2022-06-30 2022-06-30 0001843764 tbsau:ConsultingArrangementsMember tbsau:JamesCrawleyMember 2021-01-01 2021-12-31 0001843764 tbsau:ConsultingArrangementsMember tbsau:OfentseMolefeMember 2021-01-01 2021-12-31 0001843764 tbsau:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-01-01 2021-12-31 0001843764 tbsau:ConsultingArrangementsMember tbsau:OfentseMolefeMember 2021-04-26 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputSelectedDebtYieldRateBAndBbRatedBondYieldsMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputStrikePriceMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-02-28 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2022-02-28 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputSelectedDebtYieldRateBAndBbRatedBondYieldsMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member tbsau:MeasurementInputStrikePriceMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-06-09 0001843764 us-gaap:LoansPayableMember tbsau:WorkingCapitalLoansMember us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2022-06-09 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2021-03-12 2021-12-31 0001843764 tbsau:RestrictedShareAwardAndRestrictedStockUnitsMember 2021-03-22 2021-03-31 0001843764 us-gaap:CommonClassBMember tbsau:SponsorMember 2021-03-22 2021-03-31 0001843764 tbsau:OfentseMolefeMember 2022-09-30 2022-09-30 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-02-28 2022-02-28 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-02-28 2022-02-28 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-03-31 2022-03-31 0001843764 tbsau:WorkingCapitalLoansMember tbsau:WorkingCapitalLoanPayableMember 2022-03-31 0001843764 tbsau:SponsorMember tbsau:PromissoryNoteMember 2021-04-16 2021-04-16 0001843764 tbsau:SponsorMember tbsau:WorkingCapitalLoansMember 2022-06-09 2022-06-09 0001843764 us-gaap:CommonClassBMember 2022-11-14 0001843764 us-gaap:CommonClassAMember 2022-11-14 0001843764 us-gaap:RetainedEarningsMember 2022-09-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-09-30 0001843764 us-gaap:RetainedEarningsMember 2021-09-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-09-30 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-09-30 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-09-30 0001843764 us-gaap:RetainedEarningsMember 2021-12-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001843764 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001843764 tbsau:PrivatePlacementWarrantsMember 2021-12-31 0001843764 tbsau:PublicWarrantsMember 2021-12-31 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-03-31 0001843764 tbsau:PublicWarrantsMember 2022-03-31 0001843764 us-gaap:RetainedEarningsMember 2022-03-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-03-31 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-03-31 0001843764 tbsau:PrivatePlacementWarrantsMember 2022-06-30 0001843764 tbsau:PublicWarrantsMember 2022-06-30 0001843764 us-gaap:RetainedEarningsMember 2022-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001843764 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-06-30 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-06-30 0001843764 us-gaap:RetainedEarningsMember 2021-01-26 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-01-26 0001843764 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-01-26 0001843764 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-26 0001843764 us-gaap:RetainedEarningsMember 2021-03-31 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001843764 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-31 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-03-31 0001843764 us-gaap:RetainedEarningsMember 2021-06-30 0001843764 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001843764 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-06-30 0001843764 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-06-30 iso4217:USD xbrli:shares utr:Day xbrli:pure utr:Month utr:Year iso4217:USD xbrli:shares utr:Y

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~~September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

TB SA ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40260		N/A
(State or other jurisdiction ofincorporation or organization)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

PO Box 1093, Boundary HallCricket SquareGrand Cayman, Cayman Islands		KY1-1102
(Address of principal executive offices)		(Zip Code)

(345)814-5771

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant to acquire one Class A ordinary share	TBSAU	The NASDAQ Stock Market LLC
Class A ordinary shares included as part of the units	TBSA	The NASDAQ Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	TBSAW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Exchange Act.

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

~~Rule12b~~12b-~~2of~~2

of the Exchange Act). Yes ☒ No ☐

As of November 14, 2022,

20,000,000

As ofClass ~~August~~A 23ordinary shares, ~~2022~~$0.0001 par value and

5,000,000

~~Table~~ ofClass ~~Contents~~B ordinary shares, $0.0001 par value, were issued and outstanding.

~~Form10-Q~~TB SA ACQUISITION CORP

~~For~~Form10-Q ~~the Period Ended June 30, 2022~~

~~Table~~For ofthe ~~Contents~~Period Ended September 30, 2022

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements		1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021		1
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 27, 2021 (Inception) through June 30, 2021		2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 27, 2021 (Inception) through June 30, 2021		3
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and for the period from January 27, 2021 (Inception) through June 30, 2021		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		31
Item 3.	Defaults Upon Senior Securities		31
Item 4.	Mine Safety Disclosures		31
Item 5.	Other Information		31
Item 6.	Exhibits		32

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements		1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 27, 2021 (Inception) through September 30, 2021		2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 27, 2021 (Inception) through September 30, 2021		3
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from January 27, 2021 (Inception) through September 30, 2021		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		28

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		31
Item 3.	Defaults Upon Senior Securities		31
Item 4.	Mine Safety Disclosures		31
Item 5.	Other Information		31
Item 6.	Exhibits		32

TBPART SAI. ~~ACQUISITION~~FINANCIAL ~~CORP~~INFORMATION

~~CONDENSED~~Item 1. ~~BALANCE~~Financial ~~SHEETS~~Statements (Unaudited)

	June 30, 2022 (Unaudited)			December 31, 2021
Assets
Current assets:
Cash	$	281,749		$	252,323
Prepaid expenses		440,195			555,000
Total current assets		721,944			807,323
Cash held in Trust account		200,304,918			200,014,773
Prepaid expenses, non-current		—			123,164
Total assets	$	201,026,862		$	200,945,260
Liabilities and Shareholders’ Deficit Current liabilities:
Accounts payable and accrued expenses	$	1,952,358		$	1,582,505
Working capital loan—related party		525,000			—
Due to related party		342,004			243,038
Total current liabilities		2,819,362			1,825,543
Warrant liabilities		1,253,333			5,610,000
Total liabilities		4,072,695			7,435,543
Commitments and Contingencies (See Note 6)
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.02 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively		200,304,918			200,014,773
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 20,000,000 shares subject to possible redemption)		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			500
Additional paid-in capital		755,523			267,150
Accumulated deficit		(4,106,774	)		(6,772,706	)
Total shareholders’ deficit		(3,350,751	)		(6,505,056	)
Total Liabilities and Shareholders’ Deficit	$	201,026,862		$	200,945,260

TB SA ACQUISITION CORP

~~The~~CONDENSED ~~accompanying~~BALANCE ~~notes~~SHEETS ~~are an integral part of these unaudited condensed financial statements.~~


	September 30, 2022 (Unaudited)			December 31, 2021
Assets
Current assets:
Cash	$	46,836		$	252,323
Prepaid expenses		285,510			555,000

Total current assets		332,346			807,323
Marketable securities held in Trust account		201,207,702			200,014,773
Prepaid expenses, non-current		—			123,164

Total assets	$	201,540,048		$	200,945,260

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	1,907,900		$	1,582,505
Due to related party		378,987			243,038

Total current liabilities		2,286,887			1,825,543
Convertible note - related party		518,000			—
Warrant liabilities		550,000			5,610,000

Total liabilities		3,354,887			7,435,543

Commitments and Contingencies (See Note 6)
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.06 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively		201,207,702			200,014,773
Shareholders’ Equity (Deficit):
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 20,000,000 shares subject to possible redemption)		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			500
Additional paid-in capital		796,651			267,150
Accumulated deficit		(3,819,692	)		(6,772,706	)

Total Shareholders’ Deficit		(3,022,541	)		(6,505,056	)

Total Liabilities and Shareholders’ Deficit	$	201,540,048		$	200,945,260

~~Table~~The accompanying notes are an integral part of ~~Contents~~these unaudited condensed financial statements.

TB1 ~~SA ACQUISITION CORP~~

~~UNAUDITED~~Table ~~CONDENSED~~of ~~STATEMENTS OF OPERATIONS~~ Contents

	For the three months ended June 30, 2022			For the three months ended June 30, 2021			For the six months ended June 30, 2022			For the period from January 27, 2021 (Inception) through June 30, 2021
Formation and operating costs	$	612,793		$	373,784		$	1,252,362		$	414,586
Stock compensation expense		178,223			—			445,373			267,150
Loss from operations		(791,016	)		(373,784	)		(1,697,735	)		(681,736	)
Other Income (Expense)
Interest income		270,087			7,135			290,145			7,135
Offering expenses related to warrant issuance		—			—			—			(233,453	)
Change in fair value of working capital loan—related party		8,000			—			7,000			—
Change in fair value of over-allotment liability		—			34,133			—			10,676
Change in fair value of warrant liabilities		1,386,667			3,519,999			4,356,667			4,069,999
Total other income		1,664,754			3,561,267			4,653,812			3,854,357
Net income	$	873,738		$	3,187,483		$	2,956,077		$	3,172,621
Weighted average shares outstanding of Class A ordinary share		20,000,000			20,000,000			20,000,000			12,645,161
Basic and diluted net income per share, Class A ordinary share	$	0.03		$	0.13		$	0.12		$	0.18
Weighted average shares outstanding of Class B ordinary share		5,000,000			5,000,000			5,000,000			4,838,710
Basic and diluted net income per share, Class B ordinary share	$	0.03		$	0.13		$	0.12		$	0.18

TB SA ACQUISITION CORP

~~The~~UNAUDITED ~~accompanying~~CONDENSED ~~notes~~STATEMENTS ~~are~~OF anOPERATIONS ~~integral part of these unaudited condensed financial statements.~~


	For the three months ended September 30, 2022			For the three months ended September 30, 2021			For the nine months ended September 30, 2022			For the period from January 27, 2021 (Inception) through September 30, 2021
Formation and operating costs	$	382,123		$	1,103,855		$	1,634,485		$	1,518,441
Stock compensation expense		41,128			—			486,501			267,150

Loss from operations		(423,251	)		(1,103,855	)		(2,120,986	)		(1,785,591	)
Other Income
Interest earned on marketable securities held in Trust Account		902,784			3,413			1,192,929			10,548
Offering expenses related to warrant issuance		—			—			—			(233,453	)
Change in fair value of working capital loan—related party		7,000			—			14,000			—
Change in fair value of over-allotment liability		—			—			—			10,676
Change in fair value of warrant liabilities		703,333			4,620,000			5,060,000			8,689,999

Total other income, net		1,613,117			4,623,413			6,266,929			8,477,770

Net income	$	1,189,866		$	3,519,558		$	4,145,943		$	6,692,179

Weighted average shares outstanding of Class A ordinary share		20,000,000			20,000,000			20,000,000			15,384,615

Basic and diluted net income per share, Class A ordinary share	$	0.05		$	0.14		$	0.17		$	0.33

Weighted average shares outstanding of Class B ordinary share		5,000,000			5,000,000			5,000,000			4,898,785

Basic and diluted net income per share, Class B ordinary share	$	0.05		$	0.14		$	0.17		$	0.33

~~Table~~The accompanying notes are an integral part of ~~Contents~~these unaudited condensed financial statements.

TB2 ~~SA ACQUISITION CORP~~

~~UNAUDITED~~Table ~~CONDENSED~~of ~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT~~ Contents

~~FOR~~TB ~~THE~~SA ~~THREE~~ACQUISITION ~~AND~~CORP ~~SIX MONTHS ENDED JUNE 30, 2022~~

	Ordinary Shares								Additional Paid-In Capital					TotalShareholders’
	Class A				Class B						Accumulated Deficit
	Shares		Amount		Shares		Amount							Deficit
Balance as of January 1, 2022		—	$	—		5,000,000	$	500	$	267,150	$	(6,772,706	)	$	(6,505,056	)
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(20,058	)		(20,058	)
Proceeds received in excess of initial fair value of working capital loan—related party		—		—		—		—		20,000		—			20,000
Fair value of Founder Shares transferred to Directors		—		—		—		—		267,150		—			267,150
Net income		—		—		—		—		—		2,082,339			2,082,339
Balance as of March 31, 2022		—	$	—		5,000,000	$	500	$	554,300	$	(4,710,425	)	$	(4,155,625	)
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(270,087	)		(270,087	)
Proceeds received in excess of initial fair value of working capital loan - related party		—		—		—		—		23,000		—			23,000
Fair value of Founder Shares transferred to Directors		—		—		—		—		178,223		—			178,223
Net income		—		—		—		—		—		873,738			873,738
Balance as of June 30, 2022		—	$	—		5,000,000	$	500	$	755,523	$	(4,106,774	)	$	(3,350,751	)

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, ~~2021~~2022 ~~AND~~

FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH JUNE 30, 2021


	Ordinary Shares								Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance as of January 1, 2022		—	$	—		5,000,000	$	500	$	267,150	$	(6,772,706	)	$	(6,505,056	)
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(20,058	)		(20,058	)
Proceeds received in excess of initial fair value of working capital loan—related party		—		—		—		—		20,000		—			20,000
Fair value of Founder Shares transferred to Directors		—		—		—		—		267,150		—			267,150
Net income		—		—		—		—		—		2,082,339			2,082,339
Balance as of March 31, 2022		—		—		5,000,000		500		554,300		(4,710,425	)		(4,155,625	)

Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(270,087	)		(270,087	)
Proceeds received in excess of initial fair value of working capital loan - related party		—		—		—		—		23,000		—			23,000
Fair value of Founder Shares transferred to Directors		—		—		—		—		178,223		—			178,223
Net income		—		—		—		—		—		873,738			873,738
Balance as of June 30, 2022		—		—		5,000,000		500		755,523		(4,106,774	)		(3,350,751	)
Fair value of Founder Shares transferred to Directors		—		—		—		—		41,128		—			41,128
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(902,784	)		(902,784	)
Net income		—		—		—		—		—		1,189,866			1,189,866

Balance as of September 30, 2022		—	$	—		5,000,000	$	500	$	796,651	$	(3,819,692	)	$	(3,022,541	)

	Ordinary Shares										Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares			Amount
Balance as of January 27, 2021 (Inception)		—	$	—		—		$	—		$	—		$	—		$	—
Issuance of Founder Shares		—		—		5,750,000			575			24,425			—			25,000
Excess Sponsor paid over Fair value of Private Placement Warrants		—		—		—			—			563,334			—			563,334
Remeasurement of Class A ordinary shares to redemption value		—		—		—			—			(587,759	)		(13,094,838	)		(13,682,597	)
Fair value of Founder Shares transferred to Directors		—		—		—			—			267,150			—			267,150
Net loss		—		—		—			—			—			(14,862	)		(14,862	)
Balance as of March 31, 2021		—	$	—		5,750,000		$	575		$	267,150		$	(13,109,700	)	$	(12,841,975	)
Forfeiture of Founder Shares		—		—		(750,000	)		(75	)		75			—			—
Remeasurement of Class A ordinary shares to redemption value		—		—		—			—			(75	)		(7,060	)		(7,135	)
Net income		—		—		—			—			—			3,187,483			3,187,483
Balance as of June 30, 2021		—	$	—		5,000,000		$	500		$	267,150		$	(9,929,277	)	$	(9,661,627	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND

~~The~~FOR ~~accompanying~~THE ~~notes~~PERIOD ~~are~~FROM anJANUARY 27, ~~integral~~2021 ~~part~~(INCEPTION) ofTHROUGH ~~these~~SEPTEMBER 30, ~~unaudited~~2021 ~~condensed financial statements.~~


	Ordinary Shares										Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares			Amount
Balance as of January 27, 2021 (Inception)		—	$	—		—		$	—		$	—		$	—		$	—
Issuance of Founder Shares		—		—		5,750,000			575			24,425			—			25,000
Excess Sponsor paid over Fair value of Private Placement Warrants		—		—		—			—			563,334			—			563,334
Remeasurement of Class A ordinary shares to redemption value		—		—		—			—			(587,759	)		(13,094,838	)		(13,682,597	)
Fair value of Founder Shares transferred to Directors		—		—		—			—			267,150			—			267,150
Net loss		—		—		—			—			—			(14,862	)		(14,862	)

Balance as of March 31, 2021		—	$	—		5,750,000		$	575		$	267,150		$	(13,109,700	)	$	(12,841,975	)
Forfeiture of Founder Shares		—		—		(750,000	)		(75	)		75			—			—
Remeasurement of Class A ordinary shares to redemption value		—		—		—			—			(75	)		(7,060	)		(7,135	)
Net income		—		—		—			—			—			3,187,483			3,187,483

Balance as of June 30, 2021		—	$	—		5,000,000		$	500		$	267,150		$	(9,929,277	)	$	(9,661,627	)
Remeasurement of Class A ordinary shares to redemption value		—		—		—			—			—			(3,413	)		(3,413	)
Net income		—		—		—			—			—			3,519,558			3,519,558

Balance as of September 30, 2021		—	$	—		5,000,000		$	500		$	267,150		$	(6,413,132	)	$	(6,145,482	)

~~Table~~The accompanying notes are an integral part of ~~Contents~~these unaudited condensed financial statements.

TB3 ~~SA ACQUISITION CORP~~

~~UNAUDITED~~Table ~~CONDENSED~~of ~~STATEMENTS OF CASH FLOWS~~ Contents

	For the six months ended June 30, 2022			For the period from January 27, 2021 (Inception) through June 30, 2021
Cash Flows from Operating Activities:
Net income	$	2,956,077		$	3,172,621
Adjustments to reconcile net income to net cash provided by operating activities:
Offering costs allocated to Warrants		—			233,453
Change in fair value of warrant liabilities		(4,356,667	)		(4,069,999	)
Change in fair value of working capital loan—related party		(7,000	)		—
Change in fair value of over-allotment liabilities		—			(10,676	)
Stock compensation expense		445,373			267,150
Interest earned on Trust Account		(290,145	)		(7,135	)
Changes in current assets and current liabilities:
Prepaid assets		237,969			(998,900	)
Accounts payable and accrued expenses		369,853			567,000
Due to related party		98,966			64,768
Net cash used in operating activities		(545,574	)		(781,718	)
Cash Flows from Investing Activity:
Investment of cash into Trust Account		—			(200,000,000	)
Net cash used in investing activity		—			(200,000,000	)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriter’s discount		—			196,000,000
Proceeds from purchase of Private Placement Warrants by related party		—			6,500,001
Proceeds from issuance of Working Capital Loan—related party		575,000			—
Proceeds from issuance of Promissory note—related party		—			133,541
Payments of Promissory note—related party		—			(133,541	)
Proceeds from issuance of Founder Shares		—			25,000
Payment of offering costs		—			(772,041	)
Net cash provided by financing activities		575,000			201,752,960
Net Change in Cash		29,426			971,242
Cash—Beginning		252,323			—
Cash—Ending	$	281,749		$	971,242
Supplemental Disclosure of Non-Cash Financing Activity:
Proceeds received in excess of initial fair value of working capital loan—related party	$	43,000		$	—
Remeasurement of Class A ordinary shares subject to possible redemption	$	290,145		$	13,689,732

TB SA ACQUISITION CORP

~~The~~UNAUDITED ~~accompanying~~CONDENSED ~~notes~~STATEMENTS ~~are~~OF anCASH ~~integral~~FLOWS ~~part of these unaudited condensed financial statements.~~


	For the nine months ended September 30, 2022			For the period from January 27, 2021 (Inception) Through September 30, 2021
Cash Flows from Operating Activities:
Net income	$	4,145,943		$	6,692,179
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs allocated to Warrants		—			233,453
Change in fair value of warrant liabilities		(5,060,000	)		(8,689,999	)
Change in fair value of working capital loan—related party		(14,000	)		—
Change in fair value of over-allotment liabilities		—			(10,676	)
Stock compensation expense		486,501			267,150
Interest earned on marketable securities held in Trust Account		(1,192,929	)		(10,548	)
Changes in current assets and current liabilities:
Prepaid assets		392,654			(837,958	)
Accounts payable and accrued expenses		325,395			964,000
Due to related party		135,949			126,065

Net cash used in operating activities		(780,487	)		(1,266,334	)

Cash Flows from Investing Activity:
Investment of cash into Trust Account		—			(200,000,000	)

Net cash provided by (used in) investing activity		—			(200,000,000	)

Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriter’s discount		—			196,000,000
Proceeds from purchase of Private Placement Warrants by related party		—			6,500,001
Proceeds from issuance of Working Capital Loan—related party		575,000			—
Proceeds from issuance of Promissory note—related party		—			133,541
Payments of Promissory note—related party		—			(133,541	)
Proceeds from issuance of Founder Shares		—			25,000
Payment of offering costs		—			(772,041	)

Net cash provided by financing activities		575,000			201,752,960

Net Change in Cash		(205,487	)		486,626
Cash—Beginning		252,323			—

Cash—Ending	$	46,836		$	486,626

Supplemental Disclosure of Non-Cash Financing Activity:
Proceeds received in excess of initial fair value of working capital loan—related party	$	43,000		$	—

Remeasurement of Class A ordinary shares subject to possible redemption	$	1,192,929		$	13,693,145

~~Table~~The accompanying notes are an integral part of ~~Contents~~these unaudited condensed financial statements.

TB4 ~~SA ACQUISITION CORP~~

~~NOTES~~Table TOof ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ Contents

~~Note~~TB 1SA —ACQUISITION ~~Organization~~CORP ~~and Business Operations~~

~~Organization~~NOTES ~~and~~TO ~~General~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

TBNote SA1 ~~Acquisition~~— ~~Corp~~Organization ~~(the~~and “Company”) was incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business ~~Combination”).~~Operations The Company is not limited to a particular industry or geographic region for purposes of consummating its Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end.

~~non-operating~~Organization and General

~~Financing~~TB SA Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating its Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end.

As of September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022, relates to the Company’s formation and preparation for its initial public offering (“Initial Public Offering” or “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “public shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

~~Simultaneously~~Financing with the closing of the IPO, the Company consummated the sale of 4,333,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4.

~~non-operating~~The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “public shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3.

~~Trust~~Simultaneously ~~Account~~with the closing of the IPO, the Company consummated the sale of 4,333,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4.

Transaction costs amounted to $4,772,041 consisting of $4,000,000 of underwriting fees and $772,041 of other offering costs. Of the total transaction cost $233,453 was reclassified to expense as

~~Rule 2a~~non-~~7of~~operating

expense in the condensed statements of operations with the rest of the offering costs charged to shareholders’ deficit. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

~~Initial~~Trust ~~Business~~Account ~~Combination~~

Following the closing of the IPO on March 25, 2021, an amount of $200,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. Rule 2a-7

of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete its initial Business Combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

~~The~~Initial ~~Company’s~~ Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

5The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

~~Table~~The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of ~~Contents~~the balance in the Trust Account (as defined below) (net of taxes payable) at the time of signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

~~The~~5 Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

~~The~~Table ~~Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion~~ of the IPO, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.Contents

~~The~~TB ~~Company~~SA ~~will~~ACQUISITION ~~have 24 months~~CORP from the closing of the IPO (with the ability to extend with shareholder approval) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

~~The~~NOTES ~~Company’s~~TO ~~sponsor,~~UNAUDITED ~~TCP~~CONDENSED ~~SA,~~FINANCIAL ~~LLC,~~STATEMENTS a Cayman Islands limited liability company (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), Private Placement Warrants and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial Business Combination within the Combination Period.

The ~~Sponsor has agreed that it will be liable to the~~ Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

~~Liquidity~~ will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and ~~Going~~not ~~Concern~~previously ~~Consideration~~released to the Company to pay its tax obligations).

AsThe ~~of June~~Class ~~30,~~A ~~2022,~~ordinary ~~the~~shares ~~Company~~subject ~~had $281,749 in~~to ~~its~~redemption ~~operating~~is ~~bank~~recorded ~~account,~~at a redemption value and aclassified ~~working~~as ~~capital~~temporary ~~deficiency~~equity ofupon ~~$2,097,418.~~the ~~All~~completion ~~remaining~~of ~~cash~~the ~~held~~IPO, in accordance with the ~~Trust~~Financial ~~Account~~Accounting isStandards ~~generally~~Board ~~unavailable~~(“FASB”) ~~for~~Accounting ~~the~~Standards ~~Company’s~~Codification ~~use~~(“ASC”) Topic 480, ~~prior~~“Distinguishing toLiabilities anfrom ~~initial~~Equity” ~~Business~~(“ASC ~~Combination,~~480”). ~~and~~In issuch ~~restricted~~case, ~~for~~the ~~use~~Company ~~either~~will inproceed with a Business Combination orif tothe ~~redeem~~Company ~~Class A~~has ~~ordinary~~net ~~shares.~~tangible Asassets of ~~June~~at least $5,000,001 30either immediately prior to or upon consummation of a Business Combination and, ~~2022~~if the Company seeks shareholder approval, ~~none~~a majority of the ~~amount~~issued inand ~~the~~outstanding ~~Trust~~shares ~~Account~~voted ~~was~~are ~~available~~voted toin befavor ~~withdrawn~~of asthe ~~described~~Business ~~above~~Combination.

The Company’s ~~liquidity~~will ~~needs were satisfied through receipt of $25,000~~have 24 months from the ~~sale~~closing of the ~~Founder~~IPO ~~Shares~~(with ~~and~~ the ~~net~~ability ~~proceeds~~to ~~from~~extend ~~the~~with ~~consummation~~shareholder ofapproval) ~~the~~to ~~Private~~consummate ~~Placement~~a ~~not~~Business ~~held~~Combination in (the ~~Trust~~“Combination ~~Account~~Period”). ~~In addition~~However, if the Company’s ~~Sponsor~~is ~~has~~unable ~~agreed~~ to ~~loan~~complete ~~the~~a ~~Company~~Business upCombination towithin ~~$1,500,000~~the inCombination ~~funds~~Period, asthe ~~may~~Company bewill ~~required~~redeem 100% ~~(“Working~~of ~~Capital~~the ~~Loans”).~~outstanding ~~Such~~public ~~Working~~shares ~~Capital~~for ~~Loans~~a ~~are~~pro ~~evidenced~~rata byportion ~~convertible~~of ~~promissory~~the ~~notes.~~funds ~~The~~held ~~notes~~in ~~would~~the ~~either~~Trust beAccount, ~~repaid~~equal ~~upon~~to ~~consummation~~the ofaggregate aamount ~~business~~then ~~combination,~~on ~~without~~deposit ~~interest,~~in ~~or,~~the atTrust ~~the~~Account ~~lender’s~~including ~~discretion,~~interest orearned ~~converted~~on ~~upon~~the ~~consummation~~funds ofheld ain ~~business~~the ~~combination~~Trust ~~into~~Account ~~additional~~and ~~Private~~not ~~Warrants~~previously ~~equal~~released to ~~$1.50~~the ~~per~~Company, ~~Private~~divided ~~Warrant.~~by Asthe number of ~~June 30,~~then ~~2022,~~outstanding ~~and~~public ~~December 31~~shares, ~~2021,~~subject ~~$575,000~~to ~~and~~applicable ~~$0,~~law ~~respectively,~~and ~~was~~as ~~drawn~~further ondescribed in the ~~Working~~registration ~~Capital Loan~~statement, ~~presented~~and atthen ~~its~~seek ~~fair~~to ~~value~~dissolve ~~of $525,000~~ and ~~$0, respectively (See Note 5)~~liquidate.

~~Until~~The ~~consummation~~Company’s ofsponsor, ~~its~~TCP ~~Business~~SA, ~~Combination~~LLC, ~~the~~a ~~Company~~Cayman ~~will~~Islands belimited ~~using~~liability company (the ~~funds~~“Sponsor”), ~~not~~officers ~~held~~and indirectors ~~the~~have ~~Trust~~agreed ~~Account,~~to ~~and~~(i) waive ~~any~~their ~~additional~~redemption ~~Working~~rights ~~Capital~~with ~~Loans~~respect to their Founder Shares (as defined inbelow), ~~Note~~Private 5)Placement ~~from~~Warrants ~~the~~and ~~initial~~public ~~shareholders,~~shares in connection with the ~~Company’s~~completion ~~officers~~of ~~and~~the ~~directors~~initial Business Combination, or(ii) waive their ~~respective~~redemption ~~affiliates~~rights ~~(which~~with isrespect ~~described~~to intheir ~~Note~~Founder ~~5),~~Shares ~~for~~and ~~identifying~~public ~~and~~shares ~~evaluating~~in ~~prospective~~connection ~~acquisition~~with ~~candidates,~~a ~~performing~~shareholder ~~business~~vote ~~due~~to ~~diligence~~approve onan ~~prospective~~amendment ~~target~~to ~~businesses,~~the ~~traveling~~Company’s toamended and ~~from~~restated ~~the~~certificate ~~offices~~of incorporation, ~~plants~~and or(iii) waive ~~similar~~their ~~locations~~rights ofto ~~prospective~~liquidating ~~target~~distributions ~~businesses,~~from ~~reviewing~~the ~~corporate~~Trust ~~documents~~Account ~~and~~with ~~material~~respect ~~agreements~~to oftheir ~~prospective~~Founder ~~target~~Shares ~~businesses,~~and ~~selecting~~Private Placement Warrants if the ~~target~~Company ~~business~~fails to ~~acquire~~complete ~~and~~the ~~structuring,~~initial ~~negotiating~~Business ~~and~~Combination ~~consummating~~within the ~~Business~~ Combination Period.

6The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

~~Table~~Liquidity ofand ~~Contents~~Going Concern Consideration

~~205-40~~As of September 30, 2022, the Company had $46,836 in its operating bank account, and a working capital deficiency of $1,954,541. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of September 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

~~Risks~~The Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and ~~Uncertainties~~the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, the Company’s Sponsor has agreed to loan the Company up to $1,500,000 in funds as may be required (“Working Capital Loans”). Such Working Capital Loans are evidenced by convertible promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants equal to $1.50 per Private Warrant. As of September 30, 2022, and December 31, 2021, $575,000 and $0, respectively, was drawn on the Working Capital Loan, presented at its fair value of $518,000 and $0, respectively (See Note 5).

~~COVID-19~~Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business

~~Note~~Combination. ~~2 — Significant Accounting Policies~~

~~Basis of Presentation~~ 6

~~The~~Table ~~accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States~~ of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022. Contents

~~10-K~~TB SA ACQUISITION CORP

~~Emerging~~NOTES ~~Growth~~TO ~~Company~~UNAUDITED ~~Status~~CONDENSED FINANCIAL STATEMENTS

The Company

has performed an assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes205-~~Oxley Act of 2002~~40, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

“Presentation of Financial Statements — Going Concern.” The Company has until March 22, 2023, to consummate an initial Business Combination. It is uncertain that it will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these unaudited condensed financial statements. The Company has determined that the liquidity condition and mandatory liquidation, should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 22, 2023.

~~non-emerging~~Risks and Uncertainties

Results of operations and the Company’s ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the

7 COVID-19

pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.

~~Table~~Note of2 ~~Contents~~— Significant Accounting Policies

~~Use~~Basis of ~~Estimates~~Presentation

The ~~preparation~~accompanying ~~of the~~ unaudited condensed financial statements are presented in U.S. dollars in conformity with ~~GAAP~~accounting ~~requires~~principles generally accepted in the ~~Company’s~~United ~~management~~States toof ~~make~~America ~~estimates~~(“GAAP”) ~~and~~for ~~assumptions~~financial ~~that~~information ~~affect~~and pursuant to the ~~reported~~rules ~~amounts~~and regulations of ~~assets~~the ~~and~~SEC. ~~liabilities~~Accordingly, ~~and~~they ~~disclosure~~do not include all of ~~contingent~~the ~~assets~~information and ~~liabilities~~footnotes atrequired by GAAP. In the ~~date~~opinion of management, the unaudited condensed financial statements ~~and~~reflect all adjustments, which include only normal recurring adjustments necessary for the ~~reported~~fair ~~amounts~~statement of ~~revenues~~the balances and ~~expenses~~results ~~during~~for the ~~reporting~~periods ~~period~~presented. Operating results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities and convertible promissory note. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. 10-K

filed by the Company with the SEC on May 4, 2022.

~~Cash~~Emerging ~~and~~Growth ~~Cash~~Company ~~Equivalents~~Status

The Company ~~considers~~is ~~all~~an ~~short-term~~“emerging ~~investments~~growth ~~with~~company,” anas ~~original~~defined ~~maturity~~in Section 2(a) of ~~three~~the ~~months~~Securities orAct, ~~less~~as ~~when~~modified ~~purchased~~by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to beother ~~cash~~public ~~equivalents.~~companies ~~The~~that ~~Company~~are ~~did~~not emerging growth companies including, but not ~~have~~limited ~~any~~to, ~~cash~~not ~~equivalents~~being asrequired to comply with the auditor attestation requirements of ~~June~~Section 30404 of the Sarbanes-Oxley Act of 2002, ~~2022~~reduced disclosure obligations regarding executive compensation in its periodic reports and ~~December 31~~proxy statements, ~~2021~~and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

~~Marketable Securities Held in Trust Account~~ non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

~~At June 30, 2022 and December 31, 2021, the Trust Account had $200,304,918 and $200,014,773 held in money market funds, respectively, which are invested primarily in U~~used.S. Treasury securities. For the period from January 27, 2021 (inception) through June 30, 2022, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

~~Concentration~~7 ~~of Credit Risk~~

~~Financial~~Table ~~instruments that potentially subject the Company to concentrations~~ of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account. Contents

~~Class A~~TB ~~Ordinary~~SA ~~Shares~~ACQUISITION ~~Subject~~CORP ~~to Possible Redemption~~

~~ASC 480-10-S99, redemption~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~The~~Use ~~Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value~~ of ~~redeemable~~Estimates ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit.

~~Net~~The ~~Income~~preparation ~~per~~of ~~Ordinary~~the ~~Share~~unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

~~The~~Making ~~Company~~estimates ~~has~~requires ~~two~~management ~~classes of shares, which are referred~~ to asexercise ~~Class A~~significant ~~ordinary~~judgment. ~~shares~~It ~~and~~is ~~Class B~~at ~~ordinary~~least ~~shares.~~reasonably ~~Earnings~~possible ~~and~~that ~~losses~~the ~~are~~estimate ~~shared~~of ~~pro rata between~~ the ~~two~~effect ~~classes~~ of ~~shares.~~a ~~The 11~~condition,~~000,000~~ ~~potential~~situation ~~common~~or ~~shares~~set ~~for~~of ~~outstanding~~circumstances ~~warrants~~that toexisted ~~purchase~~at the ~~Company’s~~date ~~shares~~of ~~were~~the ~~excluded~~financial ~~from~~statements, ~~diluted~~which ~~net~~management ~~income~~considered ~~per~~in ~~share~~formulating ~~for~~its ~~the~~estimate, ~~three~~could ~~and~~change ~~six~~in ~~months~~the ~~ended~~near ~~June 30,~~term ~~2022,~~due ~~for~~to ~~the~~one ~~three~~or ~~months~~more ~~ended~~future ~~June 30,~~confirming ~~2021~~events. ~~and~~Two ~~for~~of the ~~period~~more ~~from~~significant ~~January 27,~~accounting ~~2021~~estimates ~~(Inception)~~included ~~through~~in ~~June 30,~~these ~~2021,~~financial ~~because~~statements is the ~~warrants~~determination ~~are~~of ~~contingently~~the ~~exercisable,~~fair ~~and~~value of the ~~contingencies~~warrant ~~have~~liabilities ~~not~~and ~~yet~~convertible ~~been~~promissory ~~met~~note. AsSuch aestimates ~~result,~~may ~~diluted~~be ~~net~~subject ~~income~~to ~~per~~change ~~ordinary~~as ~~share~~more iscurrent ~~the~~information ~~same~~becomes asavailable ~~basic~~and, ~~net~~accordingly, ~~income~~the ~~per~~actual ~~ordinary~~results ~~share~~could ~~for~~differ ~~the~~significantly ~~periods~~from ~~presented~~those estimates.

8Cash and Cash Equivalents

~~Table~~The Company considers all short-term investments with an original maturity of ~~Contents~~three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

~~The~~Marketable ~~table~~Securities ~~below~~Held ~~presents~~in aTrust ~~reconciliation~~Account ~~of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:~~

	For the three months ended June 30, 2022				For the three months ended June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	698,990	$	174,748	$	2,549,986	$	637,497
Denominator:
Weighted-average shares outstanding		20,000,000		5,000,000		20,000,000		5,000,000
Basic and diluted net income per share	$	0.03	$	0.03	$	0.13	$	0.13

At September 30, 2022 and December 31, 2021, the Trust Account had $201,207,702 and $200,014,773 held in money market funds, respectively, which are invested primarily in U.S. Treasury securities. For the period from January 27, 2021 (inception) through September 30, 2022, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

	For the six months ended June 30, 2022				For the period from January 27, 2021 (inception) through June 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	2,364,862	$	591,215	$	2,294,589	$	878,032
Denominator:
Weighted-average shares outstanding		20,000,000		5,000,000		12,645,161		4,838,710
Basic and diluted net income per share	$	0.12	$	0.12	$	0.18	$	0.18

Concentration of Credit Risk

~~Offering~~Financial ~~Costs~~instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in the Trust Account. At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account.

tClass A Ordinary Shares Subject to Possible Redemption

All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in

ASC ~~340~~480-10-S99~~-1and~~, redemption

provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.

~~a non-operating~~The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit.

~~Fair~~Net ~~Value~~Income ofper ~~Financial~~Ordinary ~~Instruments~~Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted net income per share for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January 27, 2021 (Inception) through September 30, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

~~Working~~8 ~~Capital Loans—Related Party~~

~~The~~Table of Contents

~~815-15-25,~~TB SA ACQUISITION CORP

~~non-cash~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Derivative~~The ~~Financial~~table ~~Instruments~~below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:

is re-assessed


	For the three months ended September 30, 2022				For the three months ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	951,893	$	237,973	$	2,815,646	$	703,912
Denominator:
Weighted-average shares outstanding		20,000,000		5,000,000		20,000,000		5,000,000

Basic and diluted net income per share	$	0.05	$	0.05	$	0.14	$	0.14

ASC 815-40. Accordingly,


	For the nine months ended September 30, 2022				For the period from January 27, 2021 (inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,316,754	$	829,189	$	5,075,904	$	1,616,275
Denominator:
Weighted-average shares outstanding		20,000,000		5,000,000		15,384,615		4,898,785

Basic and diluted net income per share	$	0.17	$	0.17	$	0.33	$	0.33

~~to re-measurement~~Offering Costs

The Company complies with the requirements of FASB

9 ASC 340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ deficit upon the completion of the IPO. Accordingly, on March 31, 2021, offering costs totaling $4,772,041 have been charged to shareholders’ deficit (consisting of $4,000,000 of underwriting fees and $772,041 of other offering costs). Of the total transaction cost $233,453 was reclassified to expense as

~~Table of Contents~~a non-operating

expense in the condensed statements of operations with the rest of the offering cost charged to shareholders’ deficit. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

~~a 45-day~~Fair Value of Financial Instruments

~~Share-Based~~The ~~Compensation~~fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

~~The~~Working ~~Company~~Capital ~~accounts for stock awards in accordance with ASC 718, “Compensation~~Loans—~~Stock~~Related ~~Compensation,”~~Party which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares.

The Company accounts for the loan under ASC 815, Derivatives and Hedging (“ASC 815”). Under

10 815-15-25,

the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for the loan. Using the fair value option, the loan is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as

~~Table of Contents~~non-cash

gains or losses in the condensed statements of operations.

~~Costs~~Derivative ~~equal~~Financial toInstruments these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited (see Note 9).

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,

~~Income Taxes~~ is re-assessed

at the end of each reporting period.

The Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with

~~The Company accounts for income taxes under FASB~~ ASC ~~Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes~~ 815-40. ~~Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts~~ Accordingly, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject

~~ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected~~ to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The fair value of Warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations as of the initial measurement date, and for the Private Placement Warrants, as of subsequent measurement dates (

~~The~~see ~~Company~~Note is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States10). ~~As such, the Company’s tax provision was zero for the period presented.~~

~~Recent~~9 ~~Accounting Standards~~

~~2020-06,~~Table of Contents

~~470-20)~~TB SA ACQUISITION CORP

~~815-40~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~2020-06”)~~The Company

granted the underwriters

~~2020~~a 45-06day

option at the Initial Public Offering date to purchase up to 3,000,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option wa

~~2020-06~~s

fair valued and recorded as a liability at issuance date with a change in fair value recorded at September 30, 2021.

ifShare-~~converted~~Based Compensation

~~2020-06~~The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares.

~~2020-06~~10

~~2022-03,~~Table of Contents

~~Management~~TB ~~does~~SA ~~not~~ACQUISITION ~~believe~~CORP ~~that there any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.~~

~~Note~~NOTES 3TO —UNAUDITED ~~Initial~~CONDENSED ~~Public~~FINANCIAL ~~Offering~~STATEMENTS

Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited (s

~~and~~ee ~~one-third~~

Note 9).

11Income Taxes

~~Table~~The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of ~~Contents~~assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of ~~June~~September 30, 2022 and December 31, 2021, ~~the~~there ~~Class~~were Ano unrecognized ~~ordinary~~tax ~~shares~~benefits ~~reflected~~and no amounts onaccrued ~~the~~for ~~condensed~~interest ~~balance~~and ~~sheets~~penalties. ~~are~~The ~~reconciled~~Company is currently not aware of any issues under review that could result in ~~the~~significant ~~following~~payments, ~~table:~~accruals or material deviation from its position.

Gross proceeds from IPO	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(9,133,333	)
Proceeds allocated to derivative liability		(10,676	)
Class A ordinary share issuance costs		(4,538,588	)
Plus:
Remeasurement adjustment of carrying value to redemption value		13,697,370
Class A ordinary shares subject to possible redemption at December 31, 2021		200,014,773
Plus:
Remeasurement adjustment of carrying value to redemption value		290,145
Class A ordinary shares subject to possible redemption at June 30 2022	$	200,304,918

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

12Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

~~Table of Contents~~2020-06,

Debt - Debt with Conversion and Other Options (Subtopic

~~Note 4 — Related Party—Private Placement Warrants~~ 470-20)

and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic

~~Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per warrant ($6,500,001 in the aggregate~~815-40) (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

(“ASU

~~The Private Placement Warrants will be identical to Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i~~2020-06”) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) (including the ordinary shares issuable upon exercise of these Warrants) will be entitled to certain registration rights.

to simplify accounting for certain financial instruments. ASU

If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. 2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares (as described in Note 5) and public shares held by them in connection with the completion of the initial Business Combination or certain amendments to the amended and restated memorandum and articles of association. In addition, the Sponsor, officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the prescribed time frame. However, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the initial Business Combination within the prescribed time frame. In the event that the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor will agree to vote any Founder Shares held by it and any public shares purchased during or after the IPO in favor of the initial Business Combination and the officers and directors will also agree to vote any public shares purchased during or after the IPO in favor of the initial Business Combination. 2020-06

amends the diluted earnings per share guidance, including the requirement to use the

~~Note 5 — Related Party Transactions~~ if-converted

method for all convertible instruments. As a smaller reporting company, ASU

~~Founder Shares~~ 2020-06

is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU

On February 1, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, we effected a share surrender resulting in our initial shareholders holding 5,750,000 Class B ordinary shares. On May 7, 2021, the underwriter of the IPO’s over2020-~~allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.~~ 06

would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022.

In June 2022, the FASB issued ASU

~~any 30~~2022-~~tradingday~~03,

ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements.

13Management does not believe that there any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~Table~~Note of3 ~~Contents~~— Initial Public Offering

Pursuant to the IPO, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and

~~after the Company’s IPO date or on March 22, 2022. The final~~one-third

of one redeemable warrant (each, a “Public Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

~~shares. As~~11

~~The~~Table ~~transfer~~ of the Class B Ordinary shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering and/or Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. See Note 9 for the Company’s vesting schedule and accounting treatment over the transferred Class B ordinary shares under ASC 718. Contents

~~Consulting~~TB ~~Arrangements~~SA ACQUISITION CORP

~~$86,670,~~NOTES ~~respectively,~~TO ~~related~~UNAUDITED toCONDENSED ~~services~~FINANCIAL ~~rendered~~STATEMENTS ~~by James Crawley.~~

As of September

~~On April 26~~, 2021, the Company engaged Ofentse Molefe as a consultant to render services to the Company. As part of the agreement, Ofentse Molefe is to receive $140,000 annually beginning on June 1, 2021, which is to be paid out on a monthly basis at $11,667 per month. As of June 30, 2022 and December 31, 2021, the Company has incurred and paid $70,000 and $81,667, respectively, related to services rendered by Ofentse Molefe.

2022

~~Promissory~~ ~~Note—Related~~and ~~Party~~ December

~~non-interest~~,

2021

~~Due~~, tothe ~~Related~~Class A ~~Party~~ordinary shares reflected on the condensed balance sheets are reconciled in the following table:

The Sponsor and an affiliate of the Sponsor have charged the Company for support charges under the administrative support agreement and other reimbursable expenses incurred in connection the Company’s operations. As of June 30, 2022 and December 31, 2021, the Company owed the Sponsor an aggregate of $342,004 and $243,038, respectively, of which mainly consist of admin support service fees and Tower Brook personnel expenses.


Gross proceeds from IPO	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(9,133,333	)
Proceeds allocated to derivative liability		(10,676	)
Class A ordinary share issuance costs		(4,538,588	)
Plus:
Remeasurement adjustment of carrying value to redemption value		13,697,370

Class A ordinary shares subject to possible redemption at December 31, 2021		200,014,773

Plus:
Remeasurement adjustment of carrying value to redemption value		1,192,929

Class A ordinary shares subject to possible redemption at September 30, 2022	$	201,207,702

~~Administrative~~12 ~~Support Agreement~~

~~Commencing~~Table ~~on the date~~ of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 of administrative support services, respectively, of which $45,428 is included in due to related party in the accompanying condensed balance sheet as of June 30, 2022. For the three months ended June 30, 2021, and the period from January 27, 2021 (inception) to June 30, 2021, the Company incurred $30,000 and $32,000 of administrative support expense, respectively. Contents

~~Working~~TB ~~Capital~~SA ~~Loans~~ACQUISITION CORP

~~non-interest~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~non-interest~~Note 4 — Related Party—Private Placement Warrants

14Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of

4,333,334

~~Table~~ Private Placement Warrants at a price of ~~Contents~~$

1.50

~~Note 6 — Commitments~~ &per ~~Contingencies~~warrant ($

6,500,001

~~Registration~~ in ~~Rights~~the aggregate) (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $

11.50

~~The~~ ~~holders~~per ofshare. ~~the~~A ~~Founder~~portion ~~Shares, Private Placement Warrants and any Warrants that may be issued on conversion~~ of ~~Working Capital Loans (and any Class A ordinary shares issuable upon~~ the ~~exercise~~purchase price of the Private Placement Warrants orwas ~~Warrants~~added ~~issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled~~ to ~~registration rights pursuant to a registration rights agreement to be signed prior to or on~~ the ~~Effective~~proceeds ~~Date~~from ~~requiring~~ the ~~Company~~IPO to ~~register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will~~ be ~~entitled~~held to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in ~~connection with~~ the ~~filing~~Trust ~~of any such registration statements~~Account.

~~Underwriting~~The Private Placement Warrants will be identical to Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and ~~Marketing~~(iv) ~~Agreement~~(including the ordinary shares issuable upon exercise of these Warrants) will be entitled to certain registration rights.

If the ~~underwriter a 45-dayoption~~ Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

OnThe ~~March 25~~Sponsor, ~~2021,~~officers and directors entered into a letter agreement with the Company, ~~paid~~pursuant ato ~~fixed~~which ~~underwriting discount~~ they agreed to waive their redemption rights with respect to any Founder Shares (as described in Note 5) and public shares held by them in connection with the completion of ~~$0.20 per~~the ~~Unit,~~initial Business Combination or ~~$4,000,000 in~~certain amendments to the ~~aggregate~~amended and restated memorandum and articles of association. ~~Additionally~~In addition, the ~~underwriter~~Sponsor, officers and ~~Tower~~directors ~~Brook~~agreed ~~Financial,~~to ~~L.P.~~waive ~~will~~their ~~assist~~rights ~~the~~to ~~Company~~liquidating indistributions ~~holding~~from ~~meetings~~the Trust Account with ~~its~~respect ~~shareholders~~to their Founder Shares if the Company fails to ~~discuss~~complete the ~~potential~~initial Business Combination ~~and~~within the ~~target~~prescribed ~~business’~~time ~~attributes~~frame. However, ~~introduce~~if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares, they will be entitled to ~~potential~~liquidating ~~investors~~distributions ~~that~~from ~~are~~the ~~interested~~Trust inAccount ~~purchasing~~with respect to such public shares if the Company’s ~~securities~~fails into ~~connection~~complete ~~with~~the ainitial Business Combination, ~~assist~~within the ~~Company~~prescribed intime ~~obtaining~~frame. ~~shareholder~~In ~~approval~~the ~~for~~event that the Company submits the initial Business Combination ~~and~~to ~~assist~~the public shareholders for a vote, the ~~Company~~Sponsor ~~with~~will ~~its~~agree ~~press~~to ~~releases~~vote any Founder Shares held by it and any public ~~filings~~shares purchased during or after the IPO in ~~connection~~favor ~~with~~of the initial Business Combination, ~~for~~and ~~which~~the ~~they~~officers and directors will bealso ~~entitled~~agree to avote ~~deferred~~any ~~marketing~~public ~~fee~~shares ~~of 3.5%~~purchased ~~($7,000,000)~~during ofor ~~the~~after ~~gross proceeds of~~ the IPO ~~upon~~in ~~the~~favor ~~completion~~ of the ~~Company’s~~ initial Business Combination.

Note 75 — ~~Shareholders’~~Related ~~Deficit~~Party Transactions

~~Preference~~Founder Shares

On February 1, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, we effected a share surrender resulting in our initial shareholders holding 5,750,000 Class B ordinary shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.

The initial shareholders, officers and directors have agreed not to transfer or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Company’s initial Business Combination and (b) subsequent to the Company’s initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within

any ~~A Ordinary Shares~~30-trading

day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The Private Placement Warrants and the respective Class A ordinary shares underlying such Warrants are not transferable or salable until 30 days after the completion of the Company’s initial Business Combination. The foregoing restrictions will not be applicable to transfers (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the Company’s completion of the Company’s initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

~~Class~~13

BTable ~~Ordinary~~of ~~Shares~~Contents

~~than two-thirds~~TB SA ACQUISITION CORP

~~Note~~NOTES 8TO —UNAUDITED ~~Warrants~~CONDENSED FINANCIAL STATEMENTS

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board On

15 March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to various individuals at a price of $0.0035 per share. Gareth Penny received 100,000 shares, James Crawley received 35,000, Thando Mhlambiso received 30,000, and Ziyanda Ntshona received 30,000 shares, for a total of 195,000 Class B ordinary shares. Within each agreement that was executed with each individual, vesting provisions were defined for the transferred shares. Summarized, the provisions provided on the date of the Company’s IPO, twenty-five percent of the total transferred shares would vest, with an additional twenty-five percent vesting one year after the Company’s IPO date or on March 22, 2022. The final fifty percent vests on the date the Company consummates its business combination.

~~Table~~On June 30, 2022, the Company’s Sponsor transferred a total of ~~Contents~~75,000 shares of Class B ordinary shares of the Company to Ofentse Molefe, the Company’s appointed Vice President of Business Development. The executed agreement with Ofentse Molefe provided a vesting schedule specifying that 4,167 shares will vest per month beginning on June 1, 2021 and fully vesting 18 months from the beginning date. The amount of vested shares shall not exceed 75,000 shares. As of September 30, 2022, 16 months have elapsed since the beginning of the vesting period.

ofThe ~~directors~~transfer ~~and, in the case~~ of ~~any such issuance to~~ the ~~Sponsor~~Class B orOrdinary ~~its~~shares ~~affiliates,~~is ~~without~~in ~~taking into account any Founder Shares held by~~ the ~~Sponsor~~scope orof ~~such~~FASB ~~affiliates,~~ASC asTopic ~~applicable~~718, ~~prior~~“Compensation-Stock toCompensation” ~~such issuance)~~ (~~the~~ “~~Newly Issued Price~~ASC 718”),. ~~(y)~~Under ~~the~~ASC ~~aggregate~~718, ~~gross~~stock-based ~~proceeds~~compensation ~~from~~associated ~~such~~with ~~issuances represent more than 60% of the total~~ equity-classified ~~proceeds,~~awards ~~and~~is ~~interest~~measured ~~thereon,~~at ~~available~~fair ~~for~~value ~~the~~upon ~~funding of~~ the ~~initial~~grant ~~Business Combination on the~~ date. ofThe ~~the~~Founders ~~consummation~~Shares ofwere ~~the~~granted ~~initial~~subject ~~Business~~to ~~Combination~~a ~~(net~~performance ofcondition ~~redemptions)~~(i.e., ~~and (z)~~ the ~~volume~~occurrence ~~weighted average trading price~~ of ~~the~~an ~~Class A~~Initial ~~ordinary~~Public ~~shares~~Offering ~~during~~and/or ~~the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial~~ Business Combination ~~(such price, the “Market Value”~~) ~~is below $9~~.~~20 per~~ ~~share,~~Compensation ~~the~~expense ~~exercise~~related ~~price of the Warrants will be adjusted (~~to the ~~nearest~~Founders ~~cent)~~Shares tois berecognized ~~equal~~only ~~to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “—Redemption of Warrants~~ when the ~~price~~performance ~~per~~condition ~~Class A~~is ~~ordinary~~probable ~~share equals or exceeds $18.00” and “—Redemption~~ of ~~Warrants~~occurrence ~~when~~under the ~~price~~applicable ~~per~~accounting ~~Class A~~literature ~~ordinary~~in ~~shares~~this ~~equals or exceeds $10~~circumstance.~~00”~~ ~~will~~See beNote ~~adjusted~~9 ~~(to~~for the ~~nearest~~Company’s ~~cent)~~vesting toschedule ~~be equal to 180% of the higher of the Market Value~~ and ~~the~~accounting ~~Newly~~treatment ~~Issued~~over ~~Price, and~~ the ~~$10.00 per~~transferred ~~share redemption trigger price described below under “—Redemption of Warrants when the price per~~ Class AB ordinary ~~share~~shares ~~equals~~under orASC ~~exceeds $10~~718.~~00”~~ ~~will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.~~

~~The~~Consulting ~~Warrants~~Arrangements will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

~~The~~On ~~Company has agreed that as soon as practicable~~March 15, ~~but in no event later than 20 business days after the closing of the initial Business Combination~~2021, the Company ~~will~~engaged ~~use~~James ~~its~~Crawley ~~commercially~~as ~~reasonable~~Chief ~~efforts~~Financial toOfficer ~~file with the SEC a registration statement for the registration, under the Securities Act,~~ of the ~~Class A ordinary shares issuable upon exercise of the Warrants, and the~~ Company ~~will use its commercially reasonable efforts~~ to ~~cause~~perform ~~the~~executive ~~same~~services. toAs ~~become~~part ~~effective within 60 business days after the closing~~ of the ~~initial~~agreement, ~~Business~~James ~~Combination,~~Crawley ~~and~~is to ~~maintain~~receive ~~the~~$2,000 ~~effectiveness~~on ~~of such registration statement and~~ a ~~current~~weekly ~~prospectus~~basis ~~relating to those Class A ordinary shares until the Warrants expire~~ or ~~are~~approximately ~~redeemed~~$8,667 asper ~~specified~~month inbeginning ~~the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed~~ on ~~a national securities exchange such that they satisfy the definition of a “covered security” under Section~~March ~~18(b)(~~1~~) of the Securities Act~~, ~~the~~2021. ~~Company~~As ~~may, at its option, require holders~~ of ~~Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section~~September ~~3(a)(9)~~30, of2022 ~~the Securities Act~~ and, ~~in the event the Company so elects~~December 31, ~~the Company will not be required to file or maintain in effect a registration statement~~2021, ~~but~~ the Company ~~will~~has ~~use~~incurred its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and ~~during~~paid ~~any period when the Company will have failed to maintain an effective registration statement~~$78,216 ~~exercise Warrants on a “cashless basis” in accordance with Section~~and ~~3(a)(9) of the Securities Act or another exemption~~$86, ~~but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event~~670, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrantsrespectively, ~~multiplied~~related by the excess of the “fair market value” (as defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to ~~the~~services ~~date~~rendered ~~on which the notice of exercise is received~~ by ~~the~~James ~~warrant agent~~Crawley.

~~Redemption~~On ofApril 26, ~~Warrants~~2021, ~~when~~the Company engaged Ofentse Molefe as a consultant to render services to the ~~price~~Company. As part of the agreement, Ofentse Molefe is to receive $140,000 annually beginning on June 1, 2021, which is to be paid out on a monthly basis at $11,667 per ~~Class~~month. As of September 30, 2022 and December 31, 2021, the Company has incurred and paid $105,000 and $81,667, respectively, related to services rendered by Ofentse Molefe.

APromissory ~~ordinary~~Note—Related ~~share~~Party ~~equals or exceeds $18.00.~~

On February 1, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Note is

~~• in whole and not in part;~~non-interest

bearing and payable on the earlier of (i) December 31, 2021, or (ii) the IPO. As of the consummation of the IPO on March 25, 2021, the Company had borrowed $133,541 under the Note. On April 16, 2021, the Company repaid the Note in full.

•Due atto aRelated ~~price~~Party ~~of $0.01 per warrant;~~

•The ~~upon~~Sponsor aand ~~minimum~~an affiliate of 30the ~~days~~Sponsor have charged the Company for support charges under the administrative support agreement and other reimbursable expenses incurred in connection the Company’s ~~prior~~operations. ~~written~~As ~~notice~~of September 30, 2022 and December 31, 2021, the Company owed the Sponsor an aggregate of ~~redemption~~$378,987 toand ~~each~~$243,038, ~~Warrant~~respectively, ~~holder;~~of which mainly consist of admin support service fees and Tower Brook personnel expenses.

•Administrative ~~if,~~Support ~~and~~Agreement only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

~~The~~Commencing ~~Company~~on ~~has established~~ the ~~last~~date of the ~~redemption~~IPO, ~~criterion~~the ~~discussed~~Company ~~above~~has agreed to ~~prevent~~pay athe ~~redemption~~Sponsor ~~call~~a ~~unless~~total ~~there~~of is$10,000 per atmonth ~~the~~for ~~time~~office ofspace ~~the~~and ~~call~~administrative asupport ~~significant~~services. ~~premium~~Upon tocompletion of the ~~Warrant~~Initial ~~exercise~~Business ~~price.~~Combination Ifor the ~~foregoing~~Company’s ~~conditions~~liquidation, ~~are satisfied and~~ the Company ~~issues~~will acease ~~notice~~paying ofthese ~~redemption~~monthly offees. For the ~~Warrants,~~three ~~each~~and ~~Warrant~~nine ~~holder~~months ~~will~~ended beSeptember 30, ~~entitled to exercise his~~2022, ~~her or its Warrant prior to~~ the ~~scheduled~~Company ~~redemption~~incurred ~~date. However~~$30,000 ~~the~~and ~~price~~$90,000 of ~~the~~administrative ~~Class A~~support ~~ordinary~~services, ~~shares~~respectively, ~~may~~of ~~fall~~which ~~below the~~ $~~18.00 redemption~~36,983 ~~trigger~~is ~~price~~included ~~(as~~in ~~adjusted~~due ~~for adjustments~~ to ~~the~~related ~~number~~party ofin ~~shares~~the ~~issuable~~accompanying ~~upon~~condensed ~~exercise~~balance orsheet ~~the~~as ~~exercise price~~ of aSeptember 30, ~~Warrant~~2022. asFor ~~described under~~ the ~~heading~~three ~~“Description~~months ofended ~~Securities—Warrants—Public~~September 30, ~~Shareholders’~~2021, ~~Warrants—Anti-dilution~~and ~~Adjustments”)~~the asperiod ~~well~~from asJanuary 27, ~~the~~2021 ~~$11.50~~ (~~for~~inception) ~~whole~~to ~~shares)~~September 30, ~~Warrant~~2021, ~~exercise~~the ~~price~~Company ~~after~~incurred ~~the~~$30,000 and ~~redemption~~$62,000 of ~~notice~~administrative issupport ~~issued~~expense, respectively.

16Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On February 28, 2022, the Company issued a Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $275,000 for working capital and other general corporate purposes. The loan is

~~Table of Contents~~non-interest

bearing and payable on June 30, 2023. At the option of the Sponsor, the outstanding principle of the loan may be converted into warrants (“Conversion Warrants”) equal to the outstanding principle of the loan divided by $1.50. On June 9, 2022, the Company issued a Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 for working capital and other general corporate purposes. The loan is

~~Redemption of Warrants when the price per Class~~non-interest

bearing and payable on June 30, 2023. At the option of the Sponsor, the outstanding principle of the loan may be converted into warrants (“Conversion Warrants”) equal to the outstanding principle of the loan divided by $1.50. As of September 30, 2022, $575,000 was drawn on the loan, presented at its fair value of $518,000 on the accompanying condensed balance sheet. As of December 31, 2021, the Company had no Working Capital Loan borrowings.

A14 ~~ordinary share equals or exceeds $10.00~~

•Table inof ~~whole and not in part;~~Contents

•TB atSA ~~$0.10per~~ACQUISITION ~~Warrant~~CORP upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table sets forth ender “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined above) except as otherwise described below; and

•NOTES ~~if,~~TO ~~and~~UNAUDITED ~~only~~CONDENSED ~~if,~~FINANCIAL ~~the~~STATEMENTS closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the30-tradingday period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

Note 96 — ~~Share-Based~~Commitments & ~~Compensation~~Contingencies

orRegistration ~~March~~Rights ~~12, 2021, twenty~~

The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or Warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the Effective Date requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company’s ~~IPO~~registers ~~date~~such orsecurities. ~~March~~In 12addition, ~~2022~~the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The ~~final~~Company will bear the expenses incurred in connection with the filing of any such registration statements.

.Underwriting and Marketing Agreement

The Company has granted

~~The fair value of~~ the ~~Founder Shares on the grant date or March 12, 2021 was~~ underwriter a 45-day

option from March 25, 2021, to purchase up to an additional 3,000,000 Units to cover over-allotments. On May 7, 2021, the underwriter’s over-allotment option expired unexercised.

AOn ~~summary~~March 25, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $4,000,000 in the ~~restricted~~aggregate. ~~share~~Additionally, ~~award~~the underwriter and ~~restricted~~Tower ~~unit~~Brook ~~activity~~Financial, ofL.P. will assist the ~~Founder~~Company ~~Shares~~in ~~transferred~~holding onmeetings ~~March 12,~~with ~~2021~~its ~~for~~shareholders ~~period~~to ~~from~~discuss ~~January 27~~the potential Business Combination and the target business’ attributes, ~~2021~~introduce ~~(inception)~~the ~~through~~Company ~~December 31~~to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, ~~2021~~assist ~~and~~the Company in obtaining shareholder approval for the ~~six~~Business ~~months~~Combination ~~ended~~and ~~June~~assist the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of 303.5% ($7,000,000) ~~2022~~of isthe asgross ~~follows:~~proceeds of the IPO upon the completion of the Company’s initial Business Combination.

	Number of Shares
Granted on March 12, 2021		195,000
Forfeited		—
Vested		(48,750	)
Unvested Outstanding at December 31, 2021		146,250
Vested		(48,750	)
Unvested Outstanding at June 30, 2022		97,500

Note 7 — Shareholders’ Deficit

APreference ~~summary vesting schedule for the Company’s transferred founder’s shares can be seen below:~~ Shares

— The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

	Amount Vested
Amount vested on March 22, 2021, the Company’s IPO date (represents 25% of shares vested or 48,750 shares)	$	267,150
Amount vested on March 22, 2022, one year from the Company’s IPO date (represents 25% of shares vested or 48,750 shares)		267,150
Amount to be vested upon the Company’s consummation of a successful business combination (represents 50% of shares vested or 97,500 shares)		534,300
Total vesting amount	$	1,068,600

Class

17 A Ordinary Shares

— The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At September 30, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding, excluding 20,000,000 shares subject to possible redemption.

~~Table of Contents~~Class

~~On June~~ ~~30, 2022, the Company’s Sponsor transferred a total of 75,000 shares of Class~~ B ~~ordinary~~Ordinary shares of the Company to Ofentse Molefe, the Company’s appointed Vice President of Business Development. The executed agreement with Ofentse Molefe provided a vesting schedule specifying that 4,167 shares will vest per month beginning on June 1, 2021 and fully vesting 18 months from the beginning date. The amount of vested shares shall not exceed 75,000 shares. Shares

— The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. At September 30, 2022 and December 31, 2021, there were 5,000,000 Class B ordinary shares issued or outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a simple majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, only holders of the Company’s Founder Shares will have the right to vote on the election of directors. Holders of the Company’s public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of the Company’s Founder Shares may by ordinary resolution remove a member of the board of directors for any reason. The provisions of the Company’s amended and restated memorandum and articles of association governing the appointment or removal of directors prior to the Company’s initial Business Combination may only be amended by a special resolution passed by not less

~~The fair value of the Founder Shares on the grant date of June 30, 2022 was~~than two-thirds

of the Company’s ordinary shares who attend and vote at the Company’s shareholder meeting which shall include the affirmative vote of a simple majority of the Company’s Class B ordinary

~~ver~~shares.

~~elapsed~~15 ~~months since the beginning of the vesting period.~~

ATable ~~summary~~ of ~~the restricted share award and restricted unit activity of the Founder Shares transferred on June 30, 2022 for the six months ended June 30, 2022 is as follows:~~ Contents

	Number of Shares
Granted on June 30, 2022		75,000
Forfeited		—
Vested		(54,171	)
Unvested Outstanding at June 30, 2022		20,829

TB SA ACQUISITION CORP

ANOTES ~~summary~~TO ~~vesting~~UNAUDITED ~~schedule~~CONDENSED ~~for~~FINANCIAL ~~the~~STATEMENTS ~~Company’s transferred founder’s shares can be seen below:~~

	Amount Vested
Amount vested retrospectively from June 1, 2021 through June 30, 2022	$	178,223
Amount to be vested upon the Company’s consummation of a successful business combination or November 30, 2022 (represents five additional months of vesting)		68,527
Total vesting amount	$	246,750

Note 8 — Warrants

~~Total~~Each ~~unrecognized~~whole ~~compensation~~Warrant ~~expense~~entitles ~~related~~the holder to ~~unvested~~purchase ~~Founder~~one ~~Shares~~Class A ordinary share at ~~June~~a price of $11.50 30per share, ~~2022~~subject ~~amounted~~ to ~~$602~~adjustment as discussed herein. In addition,~~827~~ if (x) ~~and~~the isCompany ~~expected~~issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be ~~recognized~~determined ~~once~~in ~~defined~~good ~~intervals~~faith ~~within~~by the ~~executed~~Company’s ~~transfer~~board ~~agreements~~of ~~are~~directors ~~met~~and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the ~~consummation~~“Newly ofIssued aPrice”), ~~business~~(y) ~~combination.~~the aggregate gross proceeds from such issuances represent more than

~~Note~~% 10of —the ~~Fair~~total ~~Value~~equity ~~Measurements~~proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the

~~Fair~~ trading ~~value~~day isperiod ~~defined~~starting ason the ~~price~~trading ~~that~~day ~~would~~prior beto ~~received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at~~ the ~~measurement~~day ~~date.~~on ~~GAAP establishes a three-tier fair value hierarchy,~~ which ~~prioritizes~~ the ~~inputs~~Company ~~used~~consummates ~~in measuring fair value. The hierarchy gives~~ the ~~highest~~initial ~~priority~~Business toCombination ~~unadjusted quoted prices in active markets for identical assets or liabilities~~ (~~Level~~such 1price, ~~measurements) and~~ the ~~lowest~~“Market ~~priority to unobservable inputs (Level 3 measurements~~Value”). ~~These~~is ~~tiers~~below ~~include:~~ $

9.20

• per ~~Level 1~~share, ~~defined~~the asexercise ~~observable~~price ~~inputs~~of ~~such~~the asWarrants ~~quoted~~will ~~prices~~be adjusted (~~unadjusted)~~to ~~for~~the ~~identical~~nearest ~~instruments~~cent) into ~~active~~be ~~markets;~~equal to

115

•% ~~Level~~of 2,the ~~defined~~higher asof ~~inputs~~the ~~other~~Market ~~than~~Value ~~quoted~~and ~~prices~~the inNewly ~~active~~Issued ~~markets~~Price, ~~that~~the ~~are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and~~$

18.00

• per ~~Level~~share 3,redemption ~~defined~~trigger asprice ~~unobservable~~described ~~inputs~~below inunder ~~which~~“—Redemption ~~little~~of orWarrants nowhen ~~market~~the ~~data~~price ~~exists,~~per ~~therefore~~Class A ~~requiring~~ordinary anshare ~~entity~~equals ~~to develop its own assumptions, such as valuations derived from valuation techniques in which one~~ or ~~more~~exceeds ~~significant inputs or significant value drivers are unobservable.~~$

18.00

18” and “—Redemption of Warrants when the price per Class A ordinary shares equals or exceeds $

10.00

~~Table~~” ofwill ~~Contents~~be adjusted (to the nearest cent) to be equal to

180

~~The~~% ~~following~~of ~~table~~the ~~presents~~higher ~~information~~of ~~about~~ the ~~Company’s~~Market ~~assets~~Value ~~that~~and ~~are~~the ~~measured~~Newly atIssued ~~fair value on a recurring basis at June 30~~Price, ~~2022~~ and ~~indicates~~ the ~~fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:~~ $

10.00

	June 30, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
U.S. government securities in Trust Account	$	200,304,918	$	200,034,831		—		—
Liabilities:
Working capital loan—related party		525,000		—		—		525,000

per share redemption trigger price described below under “—Redemption of Warrants when the price per Class A ordinary share equals or exceeds $

10.00

Warrant liabilities—Public		733,333		733,333		—		—
Warrant liabilities—Private		520,000		—		—		520,000
	$	1,778,333	$	733,333	$	—	$	1,045,000

” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The ~~following~~Warrants ~~table~~will ~~presents~~become ~~information~~exercisable ~~about~~on the ~~Company’s~~later ~~assets~~of 12 months ~~that~~from ~~are~~the ~~measured~~closing atof ~~fair~~the ~~value~~IPO onor 30 days aafter ~~recurring~~the ~~basis~~completion atof ~~December 31,~~its ~~2021~~initial ~~and~~Business ~~indicates~~Combination ~~the~~and ~~fair~~will ~~value~~expire ~~hierarchy~~five ofyears after the ~~valuation~~completion ~~inputs~~of the Company’s ~~utilized~~initial toBusiness ~~determine~~Combination, ~~such~~at ~~fair value~~5:00 p.m., New York City time, or earlier upon redemption or liquidation.

	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
U.S. government securities in Trust Account	$	200,014,773	$	200,014,773		—		—
Liabilities:
Warrant liabilities—Public		3,400,000		3,400,000		—		—
Warrant liabilities—Private		2,210,000		—		—		2,210,000
	$	5,610,000	$	3,400,000	$	—	$	2,210,000

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

19Redemption of Warrants when the price per Class

~~Table~~ A ofordinary ~~Contents~~share equals or exceeds $18.00.

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants):

~~Warrants~~• ~~and~~in ~~Working~~whole ~~Capital~~and ~~Loan~~not in part;

~~815-40~~• at a price of $0.01 per warrant;

~~Measurement~~• upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and

• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

AsThe Company has established the last of ~~June 30,~~the ~~2022~~redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and ~~December 31~~the Company issues a notice of redemption of the Warrants, ~~2021~~each Warrant holder will be entitled to exercise his, her or its Warrant prior to the ~~Company~~scheduled ~~utilized~~redemption date. However, the ~~quoted~~price ~~market~~of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the ~~fair~~number ~~value~~of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants,—Anti-dilution ~~and~~Adjustments”) as well as the ~~public~~$11.50 (for ~~warrant~~whole ~~liabilities~~shares) ~~were~~Warrant ~~transferred~~exercise toprice ~~Level 1~~after the redemption notice is issued.

~~The~~16 ~~aforementioned warrant liabilities are not subject to qualified hedge accounting.~~

~~The~~Table ~~following~~of ~~table provides quantitative information regarding Level 3 warrants fair value measurements:~~ Contents

	At June 30, 2022			At December 31, 2021
Share price	$	10.00		$	10.00
Strike price	$	11.50		$	11.50
Term (in years)		5.00			5.00
Volatility		0.05	%		10.0	%
Risk-free rate		3.03	%		1.47	%
Dividend yield		0.0	%		0.0	%

TB SA ACQUISITION CORP

~~The~~NOTES ~~following~~TO ~~table~~UNAUDITED ~~presents~~CONDENSED ~~the~~FINANCIAL ~~changes~~STATEMENTS ~~in the fair value of warrants liabilities:~~

	Private Warrants (Level 3)			Public Warrants (Level 1)			Warrant Liabilities
Fair value as of December 31, 2021	$	2,210,000		$	3,400,000		$	5,610,000
Change in fair value		(1,170,000	)		(1,800,000	)		(2,970,000	)
Fair value as of March 31, 2022	$	1,040,000		$	1,600,000		$	2,640,000
Change in fair value		(520,000	)		(866,667	)		(1,386,667	)
Fair value as of June 30, 2022	$	520,000		$	733,333		$	1,253,333

Redemption of Warrants when the price per Class

~~Transfers~~ A ~~to/from~~ordinary ~~Levels~~share 1,equals ~~2 and 3 are recognized at the end of the reporting period in which a change in valuation technique~~ or ~~methodology~~exceeds ~~occurs. There were transfers out of Level 3 into Level 1 of~~ $~~9,133,333 in the fair value hierarchy for the year ended December 31, 2021 for the Public Warrants~~10. ~~As of June 30, 2022 and December 31, 2021, the Company utilized the quoted market price for the fair value of the Public Warrants.~~ 00

. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

~~Working~~• ~~Capital~~in ~~Loan~~whole and not in part;

~~yield-~~• at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to~~-maturity~~ exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table sets forth ender “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined above) except as otherwise described below; and

~~The~~• ~~key~~if, ~~inputs~~and ~~into~~only if, the ~~pricing~~closing ~~model~~price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the ~~loan~~number ~~was~~of shares issuable upon exercise or the exercise price of a Warrant as ~~follows:~~described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

	At June 30, 2022			At June 9, 2022			At February 28, 2022
Term (years)		1.00			1.06			1.33
Selected Debt Yield Rate (B and BB rated bond yields)		9.5	%		8.0	%		6.0	%
Stock price	$	9.73		$	9.73		$	9.73
Strike price	$	11.50		$	11.50		$	11.50
Volatility		0.05	%		5.10	%		6.81	%
Risk-free rate		3.02	%		3.07	%		1.76	%
Dividend yield		0.0	%		0.0	%		0.0	%

Note 9 — Share-Based Compensation

20On March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to individuals at a price of $0.0035 per share. Within each transfer agreement that was executed with each director, vesting provisions were defined for the transferred shares. Summarized, the provisions provided on the date of the Company’s IPO or March 12, 2021, twenty-five percent of the total transferred shares would vest, with an additional twenty-five percent vesting one year after the Company’s IPO date or March 12, 2022. The final fifty percent vests on the date the Company consummates its business combination.

~~Table~~The fair value of ~~Contents~~the Founder Shares on the grant date or March 12, 2021 was $5.48 per share, by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the award amounted to $1,068,600, of which $267,150 was recorded as stock compensation expense during the period from January 27, 2021 (inception) through December 31, 2021 and $486,501 was recorded during the nine months ended September 30, 2022, respectively, which represent the vesting of fifty percent of the transferred shares in total.

~~The~~A ~~following~~summary ~~table~~of ~~presents~~ the ~~changes~~restricted inshare ~~the~~award ~~fair~~and ~~value~~restricted unit activity of ~~loan~~the ~~Level~~Founder Shares transferred on March 312, ~~liabilities~~2021 for period from January 27, 2021 (inception) through December 31, 2021 and for the nine months ended September 30, 2022 is as follows:

	Level 3
	Number of Shares
Issuance of working capital loan at February 28, 2022	$	275,000
Granted on March 12, 2021		195,000
Initial measurement of draw on working capital loan—related party on February 28, 2022		(20,000	)
Forfeited		—
Change in fair value of working capital loan at March 31, 2022		1,000
Vested		(48,750	)
Fair value at March 31, 2022	$	256,000
Unvested Outstanding at December 31, 2021		146,250
Issuance of working capital loan at June 9, 2022		300,000
Vested		(48,750	)
Initial measurement of draw on working capital loan—related party on June 9, 2022		(23,000	)
Unvested Outstanding at September 30, 2022		97,500
Change in fair value of working capital loan at June 30, 2022		(8,000	)
Fair value at June 30, 2022	$	525,000

~~There~~A ~~were~~summary novesting ~~transfers~~schedule infor ~~or out of Level 3 from other levels in~~ the ~~fair~~Company’s ~~value~~transferred ~~hierarchy~~founder’s ~~during~~shares ~~the~~can ~~six~~be ~~months~~seen ~~ended~~below: ~~June 30, 2022 for the working capital loan.~~

Note 11 — Subsequent Events


	Amount Vested
Amount vested on March 22, 2021, the Company’s IPO date (represents 25% of shares vested or 48,750 shares)	$	267,150
Amount vested on March 22, 2022, one year from the Company’s IPO date (represents 25% of shares vested or 48,750 shares)		267,150
Amount to be vested upon the Company’s consummation of a successful business combination (represents 50% of shares vested or 97,500 shares)		534,300

Total vesting amount	$	1,068,600

~~The~~17 Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

21Table of Contents

~~Table~~TB ofSA ~~Contents~~ACQUISITION CORP

~~Item 2.~~NOTES ~~Management’s~~TO ~~Discussion~~UNAUDITED ~~and~~CONDENSED ~~Analysis~~FINANCIAL ofSTATEMENTS ~~Financial Condition and Results of Operations.~~

~~10-Q~~On June

~~Cautionary~~, ~~Note Regarding Forward-Looking Statements~~

2022

~~This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933~~, ~~as amended, and Section 21E of~~ the ~~Exchange~~Company’s ~~Act.~~Sponsor Wetransferred ~~have~~a ~~based~~total these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

75,000

~~Overview~~ shares of Class B ordinary shares of the Company to Ofentse Molefe, the Company’s appointed Vice President of Business Development. The executed agreement with Ofentse Molefe provided a vesting schedule specifying that

4,167

We are a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to consummate an initial business combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) of 20,000,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares ~~included~~will invest ~~the Units, the “Public Shares”), at an offering price of $10.00~~ per ~~Unit,~~month ~~generating~~beginning ~~gross proceeds of $200 million that closed~~ on ~~March~~June ~~25, 2021 (the “Closing Date”) and the Private Placement (as defined below), and from additional issuances of, if any, our equity and our debt, or a combination of cash, equity and debt.~~

~~Simultaneously with the closing of the Initial Public Offering on the Closing Date~~, the Company completed the private placement (the “Private Placement”) of an aggregate of 4,333,334 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.5 million.

2021

~~Rule2a-7of~~ and fully vesting

~~Our~~ ~~management~~months ~~has~~from ~~broad discretion with respect to~~ the ~~specific~~beginning application of the net proceeds of the Initial Public Offering, and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combinationdate. ~~There~~The is no assurance that we will be able to complete an initial business combination successfully. We must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of ~~deferred~~vested ~~underwriting~~shares ~~commissions~~shall and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into an initial business combination. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not toexceed ~~be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).~~

75,000

~~The per-share amount~~ shares.

22The fair value of the Founder Shares on the grant date of June 30, 2022 was $3.29 per share, by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the award amounted to $246,750, of which no amount was recorded as stock compensation expense during the period from January 27, 2021 (inception) through December 31, 2021 and $219,351 was recorded during the nine months ended September 30, 2022, which represent the vesting of 66,672 shares over the course of 16 elapsed months since the beginning of the vesting period.

~~Table~~A summary of ~~Contents~~the restricted share award and restricted unit activity of the Founder Shares transferred on September 30, 2022 for the nine months ended September 30, 2022 is as follows:

We will proceed with a Business Combination if we have net tangible assets of at least $5,000,001 upon such consummation of an initial business combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of an initial business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, we will, pursuant to the amended and restated memorandum and articles of association which we adopted upon consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an initial business combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, we will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If we seek shareholder approval in connection with an initial business combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of an initial business combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Warrants and Public Shares in connection with the completion of an initial business combination.


	Number of Shares
Granted on June 30, 2022		75,000
Forfeited		—
Vested		(66,672	)

Unvested Outstanding at September 30, 2022		8,328

~~Notwithstanding~~A ~~the~~summary ~~foregoing,~~vesting ifschedule wefor ~~seek shareholder approval of an initial business combination and do not conduct redemptions in connection with an initial business combination pursuant to~~ the ~~tender~~Company’s ~~offer~~transferred ~~rules,~~founder’s ~~the~~shares ~~Amended~~can and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be ~~restricted~~seen ~~from~~below: ~~redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without our prior consent.~~

Our Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of our obligation to provide holders of our Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of our Public Shares if we do not complete our Business Combination within 24 months from the closing of the Initial Public Offering, or March 22, 2023 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, unless we provide the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.


	Amount Vested
Amount vested retrospectively from June 1, 2021 through June 30, 2022	$	178,223
Amount vested from July 1, 2022 through September 30, 2022		41,128
Amount to be vested upon the Company’s consummation of a successful business combination or November 30, 2022 (represents five additional months of vesting)		27,399

Total vesting amount	$	246,750

aTotal unrecognized compensation expense related to unvested Founder Shares at September ~~per-share~~30, 2022 amounted to $561,699 ~~price~~and is expected to be recognized once defined intervals within the executed transfer agreements are met, such as the consummation of a business combination.

~~The~~Note ~~initial~~10 ~~shareholders~~— ~~have~~Fair ~~agreed~~Value toMeasurements waive their liquidation rights with respect to the Founder Shares and Private Placement Warrants held by them if we fail to complete an initial business combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete an initial business combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission held in the Trust Account in the event we do not complete an initial business combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

InFair value is defined as the ~~event~~price that would be received for sale of ~~such~~an ~~distribution~~asset or paid for transfer of a liability, itin isan ~~possible~~orderly ~~that~~transaction between market participants at the ~~per~~measurement ~~share~~date. ~~value~~GAAP ofestablishes ~~the~~a ~~assets~~three-tier ~~remaining~~fair ~~available~~value ~~for~~hierarchy, ~~distribution~~which ~~(including~~prioritizes ~~Trust~~the ~~Account~~inputs ~~assets)~~used ~~will~~in bemeasuring ~~only~~fair ~~$10~~value.00 ~~per~~The ~~share~~hierarchy ~~initially~~gives ~~held~~the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the ~~Trust~~lowest ~~Account~~priority to unobservable inputs (Level 3 measurements). These tiers include:

In• ~~order~~Level ~~to protect the amounts held in the Trust Account~~1, ~~our~~defined ~~Sponsor~~as ~~has~~observable ~~agreed~~inputs tosuch beas ~~liable~~quoted toprices us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (iunadjusted) ~~$10.00~~for ~~per~~identical ~~Public~~instruments ~~Share and (ii) the actual amount per Public Share held~~ in ~~the~~active Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). markets;

~~Moreover,~~• inLevel ~~the event that an executed waiver is deemed to be unenforceable against a third party~~2, ~~our~~defined ~~Sponsor~~as ~~will~~inputs ~~not~~other bethan ~~responsible~~quoted toprices ~~the~~in ~~extent~~active ofmarkets ~~any liability for such third-party claims. We will seek to reduce the possibility~~ that ~~our~~are ~~Sponsor~~either ~~will~~directly ~~have~~or toindirectly ~~indemnify~~observable ~~the~~such ~~Trust~~as ~~Account~~quoted ~~due~~prices tofor ~~claims~~similar ofinstruments ~~creditors~~in byactive ~~endeavoring~~markets ~~to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses~~ or ~~other~~quoted ~~entities~~prices ~~with~~for ~~which~~identical ~~we do business, execute agreements with us waiving any right, title, interest~~ or ~~claim~~similar ofinstruments ~~any kind~~ in ormarkets tothat ~~monies~~are ~~held~~not inactive; ~~the Trust Account.~~ and

23• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Table~~18 ~~of Contents~~

~~Results~~Table of ~~Operations and Known Trends or Future Events~~ Contents

~~non-operating~~TB SA ACQUISITION CORP

~~For~~NOTES ~~the~~TO ~~three~~UNAUDITED ~~months~~CONDENSED ~~ended~~FINANCIAL ~~June 30,~~STATEMENTS 2022, we had a net income of $873,738. We recorded a gain on the change in fair value of warrants of $1,386,667, change in fair value of working capital loan—related party of $8,000 and interest income of $270,087, offset by stock compensation of $178,223, formation and operating costs of $612,793 consisting mostly of general and administrative expenses.

~~For~~The ~~the~~following ~~six~~table ~~months~~presents ~~ended~~information ~~June 30,~~about ~~2022, we had a net income of $2,956,077. We recorded a gain on~~ the ~~change~~Company’s inassets ~~fair~~that ~~value~~are ofmeasured ~~warrants~~at ~~of $4,356,667, change in~~ fair value ofon ~~working~~a ~~capital~~recurring ~~loan—related~~basis ~~party~~at ~~of $7~~September 30,~~000~~ 2022 and ~~interest~~indicates ~~income~~the offair ~~$290,145,~~value ~~offset~~hierarchy ~~by stock compensation~~ of ~~$445,373,~~the ~~formation~~valuation ~~and~~inputs ~~operating~~the ~~costs~~Company ofutilized ~~$1,252,362~~to ~~consisting~~determine ~~mostly~~such offair ~~general~~value: ~~and administrative expenses.~~

For the three months ended June 30, 2021, we had a net income of $3,187,483. We recorded a gain on the change in fair value of warrants of $3,519,999 and a change in fair value of over-allotment liability of $34,133 and interest income of $7,135, offset by $373,784 of formation and operating costs consisting mostly of general and administrative expenses.


	September 30, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Marketable securities held in Trust Account	$	201,207,702	$	201,207,702		—		—

Liabilities:
Working capital loan—related party		518,000		—		—		518,000
Warrant liabilities—Public		333,333		333,333		—		—
Warrant liabilities—Private		216,667		—		—		216,667

	$	550,000	$	333,333	$	—	$	216,667

~~For~~The ~~the~~following ~~period~~table ~~from~~presents ~~January 27,~~information ~~2021~~about ~~(inception)~~the ~~through~~Company’s ~~June 30,~~assets ~~2021,~~that weare ~~had~~measured aat ~~net~~fair ~~income~~value ofon ~~$3,172,621. We recorded~~ a ~~gain~~recurring onbasis ~~the~~at ~~change in fair value of warrants of $4~~December 31,~~069,999~~ 2021 and aindicates ~~change~~the infair value ofhierarchy ~~over-allotment liability~~ of ~~$10,676~~the ~~and~~valuation ~~interest~~inputs ~~income~~the ofCompany ~~$7,135,~~utilized ~~offset by $233,453 of offering costs allocated~~ to ~~warrants,~~determine ~~$267,150~~such offair ~~stock~~value: ~~compensation expense, and $414,586 of formation and operating costs consisting mostly of general and administrative expenses.~~

Liquidity and Going Concern


	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Marketable securities held in Trust Account	$	200,014,773	$	200,014,773		—		—

Liabilities:
Warrant liabilities—Public		3,400,000		3,400,000		—		—
Warrant liabilities—Private		2,210,000		—		—		2,210,000

	$	5,610,000	$	3,400,000	$	—	$	2,210,000

As19 of June 30, 2022, we had $281,749 in our operating bank account and working capital deficiency of $2,097,418. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of June 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

~~Our~~Table ~~liquidity needs were satisfied through receipt~~ of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, the Company’s Sponsor has agreed to loan the Company up to $1,500,000 in funds as may be required (“Working Capital Loans”). Such Working Capital Loans are evidenced by convertible promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants equal to $1.50 per Private Warrant. As of June 30, 2022, and December 31, 2021, $575,000 and $0, respectively, was drawn on the Working Capital Loan, presented at its fair value of $525,000 and $0, respectively. Contents

~~Until~~TB ~~consummation~~SA ofACQUISITION ~~our~~CORP initial Business Combination, we will be using the funds not held in the Trust Account, and any additional working capital loans from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5 to our financial statements), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial Business Combination.

~~205-40,~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

24Warrants and Working Capital Loan

The Warrants and loan are accounted for as liabilities in accordance with ASC

~~Table of Contents~~815-40

on the Condensed Balance Sheets. The warrant liabilities and loan are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities and loan in the statements of operations.

~~Contractual~~Measurement ~~Obligations~~

~~Other~~Warrants ~~than the below, we do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.~~

~~Administrative~~The ~~Services~~Company ~~Agreement~~utilized a Monte Carlo simulation model to value the Warrants at the initial measurement date and, for the Private Placement Warrants, at each subsequent reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of comparable SPAC warrants that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

~~Commencing~~The onaforementioned ~~March 25,~~warrant ~~2021,~~liabilities ~~the~~are ~~date~~not ~~the~~subject ~~Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or our liquidation, the Company began~~ to ~~reimburse~~qualified ~~the~~hedge ~~Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month~~accounting. For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 of administrative support services, respectively, of which $45,428 is included in due to related party in the accompanying condensed balance sheet as of June 30, 2022. For the three months ended June 30, 2021, and the period from January 27, 2021 (inception) to June 30, 2021, the Company incurred $30,000 and $32,000 of administrative support expense, respectively.

25The following table provides quantitative information regarding Level 3 warrants fair value measurements:

Table of Contents


	At September 30, 2022			At December 31, 2021
Share price	$	10.00		$	10.00
Strike price	$	11.50		$	11.50
Term (in years)		5.00			5.00
Volatility		1.0	%		10.0	%
Risk-free rate		3.97	%		1.47	%
Dividend yield		0.0	%		0.0	%

~~Registration~~The ~~and~~following ~~Shareholder~~table ~~Rights~~presents the changes in the fair value of warrants liabilities:

lock-up


	Private Warrants (Level 3)			Public Warrants (Level 1)			Warrant Liabilities
Fair value as of December 31, 2021	$	2,210,000		$	3,400,000		$	5,610,000
Change in fair value		(1,170,000	)		(1,800,000	)		(2,970,000	)

Fair value as of March 31, 2022		1,040,000			1,600,000			2,640,000
Change in fair value		(520,000	)		(866,667	)		(1,386,667	)

Fair value as of June 30, 2022		520,000			733,333			1,253,333
Change in fair value		(303,333	)		(400,000	)		(703,333	)

Fair value as of September 30, 2022	$	216,667		$	333,333		$	550,000

~~Underwriting~~Transfers ~~Agreement~~to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were transfers out of Level 3 into Level 1 of $9,133,333 in the fair value hierarchy for the year ended December 31, 2021 for the Public Warrants. As of September 30, 2022 and December 31, 2021, the Company utilized the quoted market price for the fair value of the Public

~~a 45-day option~~Warrants. There were no transfers during the three and nine months ended September 30, 2022.

~~The~~Working ~~underwriter~~Capital ~~was~~Loan ~~paid a cash underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering.~~

On February 28, 2022, June 9, 2022, and September 30, 2022, the Company used a

~~Marketing Agreement~~ yield-to-maturity

bond pricing model to value the loan. The loan is classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs.

The ~~underwriter~~key ~~and~~inputs ~~Towerbook~~into ~~Financial, L.P., will assist~~ the ~~Company~~pricing inmodel holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the ~~Business~~loan ~~Combination~~was ~~and~~as ~~assist~~follows: the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of 3.5% ($7,000,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.

Critical Accounting Policies


	At September 30, 2022			At June 9, 2022			At February 28, 2022
Term (years)		0.75			1.06			1.33
Selected Debt Yield Rate (B and BB rated bond yields)		15.0	%		8.0	%		6.0	%
Stock price	$	9.90		$	9.73		$	9.73
Strike price	$	11.50		$	11.50		$	11.50
Volatility		1.00	%		5.10	%		6.81	%
Risk-free rate		4.04	%		3.07	%		1.76	%
Dividend yield		0.0	%		0.0	%		0.0	%

~~Management’s~~20 discussion and analysis of our results of operations and liquidity and capital resources are based on our financial information. We describe our significant accounting policies in Note 2 – Significant Accounting Policies, of the Notes to Unaudited Condensed Financial Statements included in this Report. Our unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our unaudited condensed financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

~~Use~~Table of ~~Estimates~~ Contents

~~The~~TB ~~preparation~~SA ofACQUISITION ~~our~~CORP unaudited condensed financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

~~Making~~NOTES ~~estimates~~TO ~~requires~~UNAUDITED usCONDENSED toFINANCIAL ~~exercise~~STATEMENTS significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which we considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities and convertible promissory note. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

~~Class A~~The ~~Ordinary~~following ~~Shares~~table ~~Subject~~presents tothe ~~Possible~~changes ~~Redemption~~in the fair value of loan Level 3 liabilities:


	Level 3
Issuance of working capital loan at February 28, 2022	$	275,000
Initial measurement of draw on working capital loan—related party on February 28, 2022		(20,000	)
Change in fair value of working capital loan at March 31, 2022		1,000

Fair value at March 31, 2022		256,000
Issuance of working capital loan at June 9, 2022		300,000
Initial measurement of draw on working capital loan—related party on June 9, 2022		(23,000	)
Change in fair value of working capital loan at June 30, 2022		(8,000	)

Fair value at June 30, 2022		525,000
Change in fair value of working capital loan at June 30, 2022		(7,000	)

Fair value at September 30, 2022	$	518,000

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the nine months ended September 30, 2022 for the working cap

26 ital

loan.

~~Table~~Note of11 ~~Contents~~— Subsequent Events

~~ASC480-10-S99~~The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

We21 recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit.

WeTB ~~account~~SA ~~for~~ACQUISITION ~~the~~CORP warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value using a Monte-Carlo simulation approach and adjust the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed statements of operations.

~~Working~~NOTES ~~Capital~~TO ~~Loans~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~815-15-25,~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~non~~References in this quarterly report on Form 10-~~cash~~Q (the “Report”) to “we,” “us” or the “Company” refer to TB SA Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to TCP SA, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Over~~Cautionary Note Regarding Forward-~~Allotment~~Looking ~~Liability~~Statements

45This Report includes forward-~~day~~looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

~~Share-Based~~Overview ~~Compensation~~

~~The~~We ~~Company~~are ~~accounts~~a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021, and formed for ~~stock~~the ~~awards~~purpose inof ~~accordance~~effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with ~~ASC~~one ~~718~~or more businesses. We intend to consummate an initial business combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) of 20,000,000 units (each, a “~~Compensation—Stock~~Unit” ~~Compensation~~and collectively, the “Units” ~~which~~and, ~~requires~~with ~~that~~respect ~~all~~to ~~equity~~the ~~awards~~Class A beordinary ~~accounted~~shares ~~for~~included atin ~~their~~the Units, the “~~fair~~Public ~~value.~~Shares”), ~~Fair~~at ~~value~~an isoffering ~~measured~~price onof ~~the~~$10.00 ~~date~~per Unit, generating gross proceeds of ~~grant~~$200 million bythat ~~applying~~closed aon ~~discount~~March 25, ~~based~~2021 ~~upon~~(the a“Closing Date”) and the ~~probability~~Private Placement (as defined below), and from additional issuances of, aif ~~successful~~any, ~~business~~our ~~combination~~equity and b)our ~~the~~debt, ~~lack~~or ofa ~~marketability~~combination of ~~the~~cash, ~~Founder~~equity ~~Shares~~and debt.

~~Costs~~Simultaneously ~~equal~~with tothe ~~these~~closing ~~fair~~of ~~values are recognized ratably over~~ the ~~requisite~~Initial ~~service~~Public ~~period~~Offering ~~based~~ on the ~~number~~Closing ~~of awards that are expected to vest~~Date, ~~or in~~ the ~~period~~Company ofcompleted ~~grant~~the ~~for~~private ~~awards~~placement ~~that~~(the ~~vest~~“Private ~~immediately~~Placement”) ~~and~~of ~~have~~an noaggregate ~~future~~of ~~service condition. For awards that vest over time~~4,333,334 ~~cumulative~~private ~~adjustments~~placement inwarrants ~~later periods are recorded to~~ (the ~~extent~~“Private ~~actual~~Placement ~~forfeitures~~Warrants”) ~~differ~~at ~~from~~a ~~the~~price ~~Company’s~~of ~~initial~~$1.50 ~~estimates;~~per ~~previously~~Private ~~recognized~~Placement ~~compensation~~Warrant ~~cost~~to ~~is reversed if~~ the ~~service or performance conditions are not satisfied~~Sponsor, ~~and~~generating ~~the~~proceeds ~~award~~of isapproximately ~~forfeited~~$6.5 million.

~~Net~~On ~~Income~~the ~~Per~~Closing ~~Ordinary~~Date, ~~Share~~an amount of $200 million ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market fund meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

WeOur ~~have~~management ~~two~~has ~~classes~~broad discretion with respect to the specific application of ~~shares~~the net proceeds of the Initial Public Offering, ~~which~~and the sale of Private Placement Warrants, although substantially all of the net proceeds are ~~referred~~intended to asbe ~~Class A~~applied ~~ordinary~~generally ~~shares~~toward ~~and~~consummating ~~Class B~~an ~~ordinary~~initial ~~shares~~business combination. ~~Earnings~~There ~~and~~is ~~losses~~no ~~are~~assurance ~~shared~~that ~~pro~~we ~~rata~~will ~~between~~be ~~the~~able ~~two~~to ~~classes~~complete ofan ~~shares~~initial business combination successfully. ~~The~~We ~~11,000,000~~must ~~potential~~complete ~~ordinary~~one ~~shares~~or ~~for~~more ~~outstanding~~initial ~~warrants~~business tocombinations ~~purchase~~having ~~our~~an ~~shares~~aggregate ~~were~~fair ~~excluded~~market ~~from~~value ~~diluted~~of at least 80% of the net ~~income~~assets ~~per~~held ~~share~~in ~~for~~the Trust Account (excluding the ~~three~~amount of deferred underwriting commissions and ~~six~~taxes ~~months~~payable ~~ended~~on ~~June 30,~~the ~~2022~~interest ~~and~~earned ~~for~~on the ~~three~~Trust ~~months~~Account) ~~ended~~at ~~June 30,~~the ~~2021~~time ~~and~~of ~~for~~the signing of the ~~period~~agreement ~~from~~to ~~January 27,~~enter ~~2021~~into ~~(Inception)~~an ~~through~~initial ~~June 30,~~business ~~2021~~combination. However, ~~because~~we will only complete an initial business combination if the ~~warrants~~post-transaction ~~are~~company ~~contingently~~owns ~~exercisable,~~or ~~and~~acquires 50% or more of the ~~contingencies~~outstanding ~~have~~voting ~~not~~securities ~~yet~~of ~~been~~the ~~met.~~target Asor otherwise acquires a ~~result,~~controlling ~~diluted~~interest ~~net~~in ~~income~~the ~~per~~target ~~ordinary~~sufficient ~~share~~for isit ~~the~~not ~~same~~to be required to register as ~~basic~~an ~~net~~investment ~~income~~company ~~per~~under ~~ordinary~~the ~~share~~Investment ~~for~~Company Act of 1940, as amended (the ~~periods~~“Investment ~~presented~~Company Act”).

~~Offering~~We ~~Costs~~will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of an initial business combination or conduct a tender offer will be made by us, solely at our discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay income taxes).The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter.

~~ASC340-10-S99-1and~~22

~~Table~~TB ofSA ~~Contents~~ACQUISITION CORP

~~Recent~~NOTES ~~Accounting~~TO ~~Standards~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~2020-06~~We will proceed with a Business Combination if we have net tangible assets of at least $5,000,001 upon such consummation of an initial business combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of an initial business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, we will, pursuant to the amended and restated memorandum and articles of association which we adopted upon consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an initial business combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, we will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If we seek shareholder approval in connection with an initial business combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of an initial business combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Warrants and Public Shares in connection with the completion of an initial business combination.

~~470-20~~Notwithstanding the foregoing, if we seek shareholder approval of an initial business combination and do not conduct redemptions in connection with an initial business combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without our prior consent.

~~815-40~~Our Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of our obligation to provide holders of our Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of our Public Shares if we do not complete our Business Combination within 24 months from the closing of the Initial Public Offering, or March 22, 2023 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, unless we provide the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

~~2020~~If we have not completed an initial business combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-~~06”~~share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay for its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

~~2020-06~~The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Warrants held by them if we fail to complete an initial business combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete an initial business combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission held in the Trust Account in the event we do not complete an initial business combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

~~2020-06~~In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, our Sponsor has agreed to be liable to us if~~-converted~~ and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

~~2020~~Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-06party claims. We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses or other entities with which we do business, execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~2022-03,~~23

~~Off-Balance Sheet~~TB SA ACQUISITION CORP

~~off-balance~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~S-K.~~Results of Operations and Known Trends or Future Events

~~JOBS~~We ~~Act~~have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our Initial Public Offering and identifying a target company for our initial Business Combination. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~The~~For ~~JOBS~~the ~~Act~~three ~~contains~~months ~~provisions~~ended ~~that~~September 30, ~~among other things~~2022, ~~relax~~we ~~certain~~had ~~reporting~~a ~~requirements~~net ~~for~~income ~~qualifying~~of ~~public companies~~$1,189,866. We ~~qualify~~recorded asa angain ~~“emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based~~ on the ~~effective~~change ~~date~~in ~~for~~fair ~~private~~value ~~(not~~of ~~publicly~~warrants ~~traded)~~of ~~companies.~~$703,333, Weinterest ~~are~~income ~~electing to delay the adoption~~ of ~~new or revised accounting standards~~$902,784 and as a ~~result,~~change wein ~~may~~fair ~~not~~value ~~comply~~of ~~with~~working ~~new~~capital orloan—related ~~revised~~party ~~accounting~~of ~~standards~~$7,000, onoffset ~~the~~by ~~relevant~~formation ~~dates~~and onoperating ~~which~~costs ~~adoption~~ of ~~such~~$382,123, ~~standards~~consisting ismostly ~~required~~of fogeneral ~~rnon-emerging~~and ~~growth~~administrative ~~companies. As a result~~expenses, ~~our~~and ~~financial~~stock ~~statements~~compensation ~~may not be comparable to companies that comply with new or revised accounting pronouncements as~~ of ~~public company effective dates~~$41,128.

~~non-emerging~~For the nine months ended September 30, 2022, we had a net income of $4,145,943. We recorded a gain on the change in fair value of warrants of $5,060,000, interest income of $1,192,929 and a change in fair value of working capital loan—related party of $14,000, offset by formation and operating costs of $1,634,485, consisting mostly of general and administrative expenses, and stock compensation of $486,501.

~~Item~~For the three months ended September 30, 2021, we had a net income of $3,519,558. ~~Quantitative~~We recorded a gain on the change in fair value of warrants of $4,620,000 and ~~Qualitative~~interest ~~Disclosures~~income ~~About~~of ~~Market~~$3,413, ~~Risk~~offset by $1,103,855 of formation and operating costs consisting mostly of general and administrative expenses.

byFor the period from January ~~Rule~~27, 2021 (inception) through September ~~12b-2~~ 30, 2021, we had a net income of $6,692,179. We recorded a gain on the change in fair value of warrants of $8,689,999, a change in value of over-allotment liability of $10,676 and interest income of $10,548, offset by stock compensation expense of $267,150, offering costs allocated to warrants of $233,453 and $1,518,441 of formation and operating costs consisting mostly of general and administrative expenses.

~~under Rule 2a-7 under the~~Liquidity and Going Concern

WeAs ~~have~~of ~~not~~September 30, ~~engaged~~2022, we had $46,836 in ~~any~~our ~~hedging~~operating ~~activities~~bank ~~since~~account ~~our~~and ~~inception~~working capital deficiency of $1,954,541. ~~and~~All weremaining docash ~~not~~held ~~expect~~in the Trust Account is generally unavailable for the Company’s use, prior to ~~engage~~an ininitial ~~any~~Business ~~hedging~~Combination, ~~activities~~and ~~with~~is ~~respect~~restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of September 30, 2022, none of the ~~market~~amount ~~risk~~in the Trust Account was available to ~~which~~be wewithdrawn ~~are~~as ~~exposed~~described above.

~~Item 4~~Our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in the Trust Account. ~~Controls~~In addition, the Company’s Sponsor has agreed to loan the Company up to $1,500,000 in funds as may be required (“Working Capital Loans”). Such Working Capital Loans are evidenced by convertible promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants equal to $1.50 per Private Warrant. As of September 30, 2022, and ~~Procedures~~December 31, 2021, $575,000 and $0, respectively, was drawn on the Working Capital Loan, presented at its fair value of $518,000 and $0, respectively.

~~Evaluation~~Until consummation of ~~Disclosure~~our ~~Controls~~initial Business Combination, we will be using the funds not held in the Trust Account, and ~~Procedures~~any additional working capital loans from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5 to our financial statements), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial Business Combination.

~~Disclosure~~We ~~controls~~have ~~and~~performed ~~procedures~~an ~~are~~assessment ~~designed~~of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, “Presentation of Financial Statements — Going Concern.” We have until March 22, 2023, to ~~ensure~~consummate an initial business combination. It is uncertain that ~~information~~we ~~required~~will be able to beconsummate ~~disclosed~~an initial business combination by usthis intime. ~~our~~If ~~Exchange~~an ~~Act~~initial ~~reports~~business combination is ~~recorded,~~not ~~processed,~~consummated ~~summarized~~by this date, there will be a mandatory liquidation and ~~reported~~subsequent ~~within~~dissolution of the ~~time~~Company. ~~periods~~Additionally, ~~specified~~we inmay not have sufficient liquidity to fund the ~~SEC’s~~working ~~rules~~capital ~~and~~needs ~~forms,~~of ~~and~~the ~~that~~Company ~~such~~through ~~information~~one isyear ~~accumulated~~from ~~and~~the ~~communicated~~issuance toof ~~our~~these ~~management,~~financial ~~including~~statements. ~~our~~We ~~principal~~have ~~executive~~determined ~~officer~~that the liquidity condition and ~~principal~~mandatory ~~financial~~liquidation, ~~officer~~should oran ~~persons~~initial ~~performing~~business ~~similar~~combination ~~functions~~not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as ~~appropriate~~a going concern. No adjustments have been made to ~~allow~~the ~~timely~~carrying ~~decisions~~amounts ~~regarding~~of assets or liabilities should the Company be required ~~disclosure~~to liquidate after March 22, 2023.

2824

~~Rules13a-15(e)and15d-15(e)under~~TB SA ACQUISITION CORP

29NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Table~~Contractual ofObligations ~~Contents~~

WeOther dothan ~~not~~the ~~expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures~~below, nowe ~~matter~~do ~~how well conceived and operated, can provide only reasonable,~~ not ~~absolute,~~have ~~assurance~~any ~~that~~long-term ~~the~~debt ~~objectives of the disclosure controls and procedures are met. Further~~obligations, ~~the~~capital ~~design~~lease ~~of disclosure controls and procedures must reflect the fact that there are resource constraints~~obligations, ~~and~~operating ~~the~~lease ~~benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures~~obligations, nopurchase ~~evaluation~~obligations ofor ~~disclosure~~long-term ~~controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any~~liabilities. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Changes~~Administrative inServices ~~Internal~~Agreement ~~Control over~~

~~nancial~~Commencing ~~Reporting~~on March 25, 2021, the date the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or our liquidation, the Company began to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 of administrative support services, respectively, of which $135,949 is included in due to related party in the accompanying condensed balance sheet as of September 30, 2022. For the three months ended September 30, 2021, and the period from January 27, 2021 (inception) to September 30, 2021, the Company incurred $30,000 and $62,000 of administrative support expense, respectively.

~~10-Q~~25

~~Table~~TB ofSA ~~Contents~~ACQUISITION CORP

~~PART~~NOTES ~~II—OTHER~~TO ~~INFORMATION~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Item 1.~~Registration ~~Legal~~and ~~Proceedings~~Shareholder Rights

~~None~~The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of ordinary share issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary share). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that no sales of these securities will be effected until after the expiration of the applicable lock-up period, as described herein. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Item 1A.~~Underwriting ~~Risk~~Agreement ~~Factors~~

10We granted the underwriter a 45-Kday option from March 22, 2021 to purchase up to 3,000,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 7, 2021, the underwriter’s over-allotment option expired and 750,000 Founder Shares were automatically surrendered by the sponsor to the Company for no consideration.

~~Changes~~The inunderwriter ~~laws~~was orpaid ~~regulations, or~~ a ~~failure~~cash tounderwriting ~~comply~~discount ~~with~~of ~~any~~$0.20 ~~laws~~per ~~and regulations~~Unit, ~~may~~or ~~adversely~~$4.0 million ~~affect~~in ~~our~~the ~~business~~aggregate, ~~including~~paid ~~our~~upon ~~ability~~the toclosing ~~negotiate~~of ~~and~~the ~~complete~~Initial ~~our~~Public ~~initial business combination, and results of operations~~Offering.

WeMarketing ~~are~~Agreement subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

OnThe ~~March 30,~~underwriter ~~2022,~~and ~~the~~Towerbook ~~SEC~~Financial, ~~issued~~L.P., ~~proposed~~will ~~rules~~assist ~~relating~~the ~~to,~~Company ~~among~~in ~~other~~holding ~~items,~~meetings ~~enhancing~~with ~~disclosures~~its inshareholders ~~business~~to ~~combination~~discuss ~~transactions~~the ~~involving~~potential ~~SPACs~~Business Combination and ~~private~~the ~~operating~~target ~~companies~~business’ ~~and~~attributes, ~~increasing~~introduce the Company to potential ~~liability~~investors ofthat ~~certain~~are ~~participants~~interested in ~~proposed~~purchasing ~~business~~the ~~combination~~Company’s ~~transactions.~~securities ~~These~~in ~~rules,~~connection ifwith ~~adopted~~a Business Combination, ~~whether~~assist the Company in obtaining shareholder approval for the ~~form~~Business ~~proposed~~Combination orand inassist ~~revised~~the ~~form,~~Company ~~may~~with ~~materially~~its ~~increase~~press releases and public filings in connection with the ~~costs~~Business ~~and~~Combination, ~~time~~for ~~required~~which they will be entitled to ~~negotiate~~a ~~and~~deferred ~~complete~~marketing anfee ~~initial~~of ~~business~~3.5% ~~combination~~($7,000,000) ~~and~~of ~~could~~the ~~potentially~~gross ~~impair~~proceeds ~~our~~of ~~ability~~the toIPO ~~complete~~upon anthe completion of the Company’s initial ~~business~~Business ~~combination~~Combination.

~~Item 2.~~Critical ~~Unregistered~~Accounting ~~Sales~~Policies ~~of Equity Securities and Use of Proceeds~~

~~Unregistered~~Management’s ~~Sales~~discussion and analysis of ~~Equity~~our ~~Securities~~results of operations and liquidity and capital resources are based on our financial information. We describe our significant accounting policies in Note 2 – Significant Accounting Policies, of the Notes to Unaudited Condensed Financial Statements included in this Report. Our unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our unaudited condensed financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

OnUse ~~February 1, 2021, the Sponsor paid $25,000 to cover certain costs~~ of ~~the~~Estimates Company in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On March 22, 2021, the Sponsor transferred an aggregate of 195,000 Founder Shares to the Company’s other initial shareholders. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On March 22, 2021, the Company effected a share surrender resulting in our initial shareholders holding 5,750,000 Founder Shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.

~~Simultaneously~~The ~~with~~preparation ~~the~~of ~~closing~~our ofunaudited ~~the~~condensed ~~Initial~~financial ~~Public~~statements ~~Offering~~in onconformity ~~March 25,~~with ~~2021,~~GAAP ~~the~~requires ~~Company~~us ~~completed~~to ~~the~~make ~~Private~~estimates ~~Placement~~and ofassumptions anthat ~~aggregate~~affect ofthe ~~4,333,334~~reported ~~Private~~amounts ~~Placement~~of ~~Warrants~~assets atand aliabilities ~~price~~and disclosure of ~~$1.50~~contingent ~~per~~assets ~~Private~~and ~~Placement~~liabilities ~~Warrant~~at to the ~~Sponsor,~~date ~~generating proceeds~~ of ~~$6.5 million.~~the ~~The~~unaudited ~~issuance~~condensed ~~was~~financial ~~made~~statements ~~pursuant~~and to the ~~exemption~~reported ~~from~~amounts ~~registration~~of ~~contained~~revenues inand ~~Section 4(a)(2)~~expenses ofduring the ~~Securities~~reporting ~~Act~~period.

~~Use~~Making estimates requires us to exercise significant judgment. It is at least reasonably possible that the estimate of ~~Proceeds~~the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which we considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities and convertible promissory note. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Of26 the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, $200,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule2a-7under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

~~The~~TB ~~underwriter~~SA ofACQUISITION ~~the~~CORP Initial Public Offering and TowerBrook Financial, L.P. agreed to defer $7,000,000 in marketing fees that will be payable by the Company to the underwriter of the Initial Public Offering and TowerBrook Financial, L.P. upon and concurrently with the consummation of a Business Combination.

~~Item 3.~~NOTES ~~Defaults~~TO ~~Upon~~UNAUDITED ~~Senior~~CONDENSED ~~Securities~~FINANCIAL STATEMENTS

~~None.~~Class A Ordinary Shares Subject to Possible Redemption

~~Item~~All of the 20,000,000 Class 4A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the amended and restated memorandum and articles of association. ~~Mine~~In ~~Safety~~accordance ~~Disclosures~~with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.

~~None~~We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit.

~~Item 5.~~Warrant ~~Other~~Liabilities ~~Information~~

~~None~~We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value using a Monte-Carlo simulation approach and adjust the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed statements of operations.

31Working Capital Loans

~~Table~~We account for our Working Capital Loan under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, an election can be made at the inception of ~~Contents~~a financial instrument, in this case a promissory note with a conversion feature, to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). We have made such election for the loan. Using the fair value option, the loan is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.

~~Item 6.~~Over-Allotment ~~Exhibits~~Liability

~~Form10~~We granted the underwriters a 45-Qday option at the Initial Public Offering date to purchase up to 3,000,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” We concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance date. The over-allotment option expired on May 7, 2021 and as a result 750,000 Founder Shares were forfeited, and the over-allotment option liability was derecognized in the statements of operations.

ExhibitNumber		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Share-Based Compensation

*The ~~Filed~~Company ~~herewith~~accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares.

**Costs ~~These~~equal ~~certifications~~to these fair values are ~~furnished~~recognized toratably over the ~~SEC~~requisite ~~pursuant~~service toperiod ~~Section~~based ~~906~~on of the ~~Sarbanes-Oxley~~number ~~Act~~ of ~~2002~~awards ~~and~~that are ~~deemed~~expected ~~not~~to ~~filed~~vest, ~~for~~or ~~purposes~~in the period of ~~Section~~grant 18for ofawards ~~the~~that ~~Securities~~vest ~~Exchange~~immediately ~~Act~~and ofhave ~~1934,~~no asfuture ~~amended,~~service ~~nor~~condition. ~~shall~~For ~~they~~awards bethat ~~deemed~~vest ~~incorporated~~over bytime, ~~reference~~cumulative adjustments in ~~any~~later ~~filing~~periods ~~under~~are recorded to the ~~Securities~~extent ~~Act~~actual offorfeitures ~~1933,~~differ ~~except~~from asthe ~~shall~~Company’s beinitial ~~expressly~~estimates; ~~set~~previously ~~forth~~recognized bycompensation ~~specific~~cost ~~reference~~is inreversed ~~such~~if ~~filing~~the service or performance conditions are not satisfied, and the award is forfeited.

32Net Income Per Ordinary Share

~~Table~~We have two classes of ~~Contents~~shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted net income per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 27, 2021 (Inception) through September 30, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

~~SIGNATURES~~Offering Costs

~~Pursuant~~We tocomply with the requirements of ~~the~~FASB ~~Securities~~ASC ~~Exchange~~340-10-S99-1 ~~Act~~and ofSEC ~~1934~~Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the ~~registrant~~balance ~~has~~sheet ~~duly~~date ~~caused~~that ~~this~~are ~~report~~related to bethe ~~signed~~Public onOffering ~~its~~and ~~behalf~~that bywere charged to shareholders’ equity upon the ~~undersigned~~completion ~~thereunto~~of ~~duly~~the ~~authorized~~IPO. Accordingly, on ~~this~~September 30, ~~twenty~~2022, offering costs totaling $4,772,041 have been charged to shareholders’ equity (consisting of $4,000,000 of underwriting fees and $772,041 of other offering costs). Of the total transaction costs, $233,453 was reclassified to expense as anon-~~third~~operating ~~day~~expense in the statements of ~~August~~operations, ~~2022~~with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

TB27 SA ACQUISITION CORP /s/ Andrew Rolfe Name: Andrew Rolfe Title: Chief Executive Officer (Principal Executive Officer) /s/ James Crawley Name: James Crawley Title: Chief Financial Officer (Principal Financial and Accounting Officer)

TB SA ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022.

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements.

Our management does not believe that there are any recently issued, but not yet effective, accounting standards that if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of September 30, 2022, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

TB SA ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of September 30, 2022. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to a material weaknesses in our internal controls over financial reporting relating to the accounting treatment and valuation for complex financial instruments and financial statement close process as it relates to distinguishing between contingent and contractual arrangements as well as incorrect accounting for accruals. In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

TB SA ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2022 covered by this Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Except as described below, there have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 as filed with the SEC on May 4, 2022.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On February 1, 2021, the Sponsor paid $25,000 to cover certain costs of the Company in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On March 22, 2021, the Sponsor transferred an aggregate of 195,000 Founder Shares to the Company’s other initial shareholders. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On March 22, 2021, the Company effected a share surrender resulting in our initial shareholders holding 5,750,000 Founder Shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.

Simultaneously with the closing of the Initial Public Offering on March 25, 2021, the Company completed the Private Placement of an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $6.5 million. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, $200,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

On February 1, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the earlier of December 31, 2021, or the completion of the Initial Public Offering. The Company repaid the Note in full on April 16, 2021.

The underwriter of the Initial Public Offering and TowerBrook Financial, L.P. agreed to defer $7,000,000 in marketing fees that will be payable by the Company to the underwriter of the Initial Public Offering and TowerBrook Financial, L.P. upon and concurrently with the consummation of a Business Combination.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-Q.


Exhibit Number		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 14 day of November, 2022.


TB SA ACQUISITION CORP

/s/ Andrew Rolfe
Name:		Andrew Rolfe
Title:		Chief Executive Officer
		(Principal Executive Officer)

/s/ James Crawley
Name:		James Crawley
Title:		Chief Financial Officer
		(Principal Financial and
		Accounting Officer)

Filing Compare · TB SA Acquisition Corp