Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 19, 2022, TB SA Acquisition Corp (the "Company") received a deficiency
letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that it was not in
compliance with Section 5250(c) of Nasdaq Rules regarding the Qualification,
Listing and Delisting of Companies (the "Nasdaq Listing Rules") as a result of
its failure to timely file its Annual Report on Form 10-K for the year ended
December 31, 2021 (the "Form 10-K") with the Securities and Exchange Commission
(the "SEC") through the SEC's EDGAR System.
On April 1, 2022, the Company filed Notification of Late Filing on Form 12b-25
(the "Form 12b-25"), indicating that the filing of its Form 10-K will be
delayed. Although the Company has dedicated significant resources to the
completion of finalizing its audited consolidated financial statements and
related disclosures for inclusion in the Form 10-K, the Company was unable to
complete and file the Form 10-K prior to April 15, 2022, the extension period
provided by the Form 12b-25. Additional time is needed by the Company to
complete its review of the financial statements included in the Form 10-K in
order to ensure a complete, accurate Annual Report. The delay is due primarily
to additional information and investigation needed in relation to the Company's
financial statements to complete the audit.
Under the Nasdaq Listing Rules, the Company has 60 calendar days from the date
of the deficiency letter to submit to Nasdaq a plan to regain compliance with
the Nasdaq Listing Rules. As required by the Nasdaq Listing Rules, on April 25,
2022, the Company issued a press release regarding the matters described in this
Item 3.01. A copy of the press release is included as Exhibit 99.1 to this
Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated April 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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