Amended Current Report Filing (8-k/a)
March 30 2022 - 4:53PM
Edgar (US Regulatory)
0001847090
false
0001847090
2021-08-13
2021-08-13
0001847090
TPBA:UnitsMember
2021-08-13
2021-08-13
0001847090
us-gaap:CommonClassAMember
2021-08-13
2021-08-13
0001847090
TPBA:RedeemableWarrantsMember
2021-08-13
2021-08-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2021 (August 13, 2021)
TPB ACQUISITION CORPORATION I
(Exact name of registrant as specified in its charter)
Cayman Islands |
001-40732 |
98-1582136 |
(State or other jurisdiction of incorporation
or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
1 Letterman Drive, Suite A3-1 San Francisco, CA |
94128 |
(Address of principal executive offices) |
(Zip Code) |
(415) 854-7074
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
TPBAU |
Nasdaq Capital Market |
Class A ordinary shares included as part of the units |
TPBA |
Nasdaq Capital Market |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share of at an exercise price of $11.50 |
TPBAW |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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.
EXPLANATORY NOTE
TPB Acquisition
Corporation I (the “Company”) is filing this Amendment No. 1 to its
Current Report on Form 8-K for the initial public offering date of August 13, 2021 (the “First
Amendment”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on August 19, 2021 (the “Original Form 8-K”), to amend and restate the
Company’s audited balance sheet and accompanying footnotes as of August 13, 2021 (the “Post
IPO Balance Sheet”) as further described below.
This First Amendment is presented
as of the filing date of the Original Form 8-K and does not reflect events occurring after that date or modify or update disclosures in
any way other than as required to reflect the restatement as described below. Accordingly, this First Amendment should be
read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Form 8-K.
The Company is
filing this First Amendment to reflect a restatement of the Company’s Post IPO Balance Sheet
to reclassify a portion of its public shares from permanent equity to temporary equity as further described below.
Background of Restatement
The Company has re-evaluated its application
of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares par value $0.0001 per share (the “Public
Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on
August 13, 2021. Historically, a portion of the Public Shares were classified as permanent equity to maintain stockholders’ equity
greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible
assets to be less than $5,000,001, as described in the Company’s charter. The Company's management re-evaluated the conclusion and
determined that the Public Shares included certain provisions that require classification of the Public Shares as
temporary equity regardless of the minimum net tangible assets required to complete the Company's initial business combination. Pursuant
to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification
of all of the Public Shares as temporary equity.
On December 3, 2021, the Company’s management
and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s
previously issued (i) audited Post IPO Balance Sheet, included in the Original Form 8-K, filed with the SEC on August 19, 2021 should
be restated to report all Public Shares as temporary equity and should no longer be relied upon. Upon further evaluation, the Company
has determined that a restatement of the Post IPO Balance Sheet should be filed in this First Amendment. As such, the
Company is restating the Post IPO Balance Sheet in this First Amendment.
The restatement does not have an impact on
the Company’s cash position and cash held in the trust account established in connection with the IPO.
The financial
statement and related financial information that was included in the Original Form 8-K is superseded by the financial information in
this First Amendment, and the financial statement and related financial information contained in the Original Form 8-K should no
longer be relied upon. On February 9, 2021, the Company filed a Current Report on Form 8-K disclosing the Audit Committee’s
conclusion that the IPO Balance Sheet should no longer be relied upon.
This First Amendment sets forth
the Original Form 8-K in its entirety, as amended to reflect the restatement.
The following item has been amended as a result
of the restatement:
Exhibit No. 99.1, “Audited
Balance Sheet as of August 13, 2021”
Refer to Note 2, Restatement of Previously
Issued Financial Statement of this First Amendment for additional information and for the summary of the accounting impacts of these adjustments
to the Company’s balance sheet as of August 13, 2021.
As a result of the
restatement described in this First Amendment, the Company has concluded there was a material weakness in the Company's internal
control over financial reporting at the time the above-mentioned financial statement was issued, and its disclosure controls and
procedures were not effective at the time the above-mentioned financial statement was issued. For a discussion of
management’s consideration of the Company’s disclosure controls and procedures, internal controls over financial
reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of the Company’s
Amendment No. 1 to its Form 10-Q/A for the quarterly period ended September 30, 2021.
On
August 13, 2021, the Company consummated its IPO of 17,500,000 units, at an offering price of $10.00 per Unit and a private placement
with TPB Acquisition Sponsor I, LLC of 4,000,000 private placement warrants at a price of $1.50 per warrant. On August 17, the Company
consummated a partial exercise by the underwriters of the IPO of their over-allotment option for 536,299 units (the “Overallotment
Units”) and 71,507 private placement warrants (together with the private placement warrants offered and sold in the IPO, the
“Private Placement”). The net proceeds from the IPO and the Overallotment Units together with certain of the proceeds
from the Private Placement, $180,362,990 in the aggregate, were placed in a trust account established for the benefit of the Company’s
public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.
An
audited balance sheet as of August 13, 2021 has been issued by the Company and is
included as Exhibit 99.1 to this Current Report on Form 8-K/A.
Item 9.01. |
Financial Statement and Exhibits. |
(d) Exhibits
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 hereunto
duly authorized.
Dated: March 30, 2022 |
TPB ACQUISITION CORPORATION I |
|
|
|
By: |
/s/ David Friedberg |
|
Name: |
David Friedberg |
|
Title: |
Chief Executive Officer |
TPB Acquisition Corporat... (NASDAQ:TPBAU)
Historical Stock Chart
From Sep 2024 to Oct 2024
TPB Acquisition Corporat... (NASDAQ:TPBAU)
Historical Stock Chart
From Oct 2023 to Oct 2024