TB SA Acquisition Corp Announces Receipt of NASDAQ Standard Continuing Listing Notice
NEW YORK – April 25, 2022 – TB SA Acquisition Corp (Nasdaq: TBSA) (the “Company”) (the “Company”) announced today that on April 19, 2022, it received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq” ) regarding the Company’s failure to timely file its annual report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”), as required by Section 5250(c) of the Nasdaq Rules for the Qualification, Listing and Delisting of Companies (the “Nasdaq Listing Rules”).
On April 1, 2022, the Company filed a late filing notice on Form 12b-25 (the “Form 12b-25”), indicating that the filing of its Form 10-K will be delayed. Although the Company has devoted significant resources to completing the finalization of its audited consolidated financial statements and related disclosures for inclusion in Form 10-K, the Company has been unable to complete and file the Form 10-K before April 15, 2022, the extension period provided by Form 12b-25. The Company needs additional time to complete its review of the financial statements included in Form 10-K to ensure a complete and accurate annual report. The delay is primarily due to the additional information and investigation required in relation to the Company’s financial statements to complete the audit.
During its audit, the Company identified material weaknesses in its internal control over financial reporting related to its accounting for complex financial instruments and over the assessment of vesting conditions and recording of stock-based compensation expense. . This additional decision and related work and proceedings have caused the Company to require additional time beyond the 15-day period provided by Rule 12b-25 to complete and file the Form 10-K.
Under Nasdaq Listing Rule 5810(c)(2)(F)(i), the Company generally has up to 60 calendar days from the date of the Letter of Deficiency to submit to Nasdaq a plan (the “Compliance Plan”) to restore compliance with the Nasdaq listing rules. The Company intends to submit the compliance plan as soon as possible.
The Company complies with all other Nasdaq continuous listing standards. The Company expects to file Form 10-K in the very near future and does not foresee any risk of non-compliance with the Nasdaq 60-day correction deadline. The Nasdaq notice has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq.
Caution Regarding Forward-Looking Statements
Certain statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor thereby created. In some instances, forward-looking statements may be identified by words such as “may”, “will”, “could”, “would”, “should”, “expect”, “plan”, “anticipate”, “intends”, “believes”, “estimates”, “predicts”, “potential”, “prospect”, “orientation” or the negative of these terms or any other comparable terminology. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. What precedes
statements regarding the impact of the statement on the company’s financial statements, as well as the effect of the revision on any periodic filings with the SEC, including the timing of filing of Form 10-K, are forward-looking statements based on the current situation of the company. expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those mentioned in the forward-looking statements, many of which are beyond the control of the Company. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see the section entitled “Risk Factors” in the Company’s prospectus filed with the SEC on March 24 2021 and subsequent reports filed with the SEC, as amended from time to time. Any forward-looking statement is made only as of the date hereof and, except as otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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