TB SA Acquisition Corp Will Redeem Its Class A Ordinary Shares and Will Not Consummate an Initial Business Combination
February 28 2023 - 4:15PM
Business Wire
TB SA Acquisition Corp (the “Company”) (Nasdaq: TBSA), a special
purpose acquisition company, today announced that as of the close
of business on March 13, 2023, the Company’s publicly held Class A
ordinary shares, par value $0.0001 (the “Public Shares”), will be
deemed cancelled and will represent only the right to receive their
pro-rata share in the Company’s trust account (“Trust Account”),
because the Company will not consummate an initial business
combination within the time period required by its Amended and
Restated Memorandum and Articles of Association (the
“Articles”).
As stated in the Company’s Articles and in the Company’s
registration statement on Form S-1 (Registration No. 333-253086),
initially filed with the United States Securities and Exchange
Commission (the “Commission”) on February 12, 2021, relating to the
Company’s initial public offering, if the Company is unable to
complete an initial business combination within 24 months of the
initial public offering, the Company 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-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 the Company to pay its regulatory
compliance costs and/or 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 the Company’s remaining
shareholders and the Company’s board of directors, liquidate and
dissolve, subject in each case to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law.
The per-share redemption price for the Public Shares will be
approximately $10.17 (the “Redemption Amount”). The balance of the
Trust Account as of January 31, 2023 was approximately
$203,599,848, which includes approximately $3,599,848 in interest
and dividend income (excess of cash over approximately
$200,000,000, the funds deposited into the Trust Account). In
accordance with the terms of the related trust agreement, the
Company expects to retain $100,000 of the interest and dividend
income from the Trust Account to pay dissolution expenses.
As of the close of business on March 13, 2023, the Public Shares
will be deemed cancelled and will represent only the right to
receive the Redemption Amount on or around March 27, 2023. The
Company anticipates that the Public Shares will cease trading on
The Nasdaq Capital Market (“Nasdaq”) as of the close of business on
March 13, 2023.
The Redemption Amount will be payable to the holders of the
Public Shares upon delivery of their shares to the Company’s
transfer agent, Continental Stock Transfer & Trust Company.
Beneficial owners of Public Shares held in “street name,” however,
will not need to take any action in order to receive the Redemption
Amount.
The Company’s sponsor has agreed to waive its redemption rights
with respect to its outstanding Class B ordinary shares issued
prior to the Company’s initial public offering. There will be no
redemption rights or liquidating distributions with respect to the
Company’s warrants, which will expire worthless. After March 13,
2023, the Company shall cease all operations except for those
required to wind up the Company’s business.
The Company expects that Nasdaq will file a Form 25 with the
Commission in order to delist the Company’s securities. The Company
thereafter expects to file a Form 15 with the Commission to
terminate the registration of the Company’s securities under the
Securities Exchange Act of 1934, as amended.
Forward-Looking Statements This press release includes
“forward-looking statements” within the meaning of the safe harbor
provisions of the United States Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,”
“will,” “seeks,” or other similar expressions. Such statements may
include, but are not limited to, statements regarding the Company’s
intention to redeem all of its outstanding Public Shares, the
Company’s cash position or cash held in the Trust Account, the
Redemption Amount or the timing when the Company’s Public Shares
will cease trading on Nasdaq. These statements are based on current
expectations on the date of this press release and involve a number
of risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update
or revise any such forward-looking statements, whether as the
result of new developments or otherwise. Readers are cautioned not
to put undue reliance on forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20230228006348/en/
Media Brunswick Group Alex Yankus
+1 (917) 818-5204 ayankus@brunswickgroup.com
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