Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On June 1, 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 Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC") through the SEC's EDGAR System.

On May 16, 2022, the Company filed Notification of Late Filing on Form 12b-25 (the "Form 12b-25"), indicating that the filing of its Form 10-Q will be delayed. Although the Company has dedicated significant resources to the completion of finalizing its financial statements and related disclosures for inclusion in the Form 10-Q, the Company was unable to complete and file the Form 10-Q prior to May 21, 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-Q in order to ensure a complete, accurate Quarterly Report.

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 June 9, 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 June 9, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)



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