|
Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
98-1582136
(I.R.S. Employer
Identification No.) |
|
|
Rachel Proffitt
Peter Byrne Cooley LLP 101 California Street San Francisco, California 94111 Tel: (415) 693-2220 Fax: (415) 693-2222 |
| |
J. Peyton Worley
Ian D. Schuman Alison A. Haggerty Shagufa R. Hossain Latham & Watkins LLP 855 Third Avenue New York, New York 10022 Tel: (212) 906-1200 Fax: (212) 751-4864 |
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|
Large accelerated filer
☐
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| |
Accelerated filer
☐
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|
Non-accelerated filer
☒
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| | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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Title of Each Class of
Security Being Registered |
| | |
Amount Being
Registered |
| | |
Proposed Maximum
Offering Price per Security(1) |
| | |
Proposed Maximum
Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
| |||||||||
Units, each consisting of one share of Class A ordinary shares $0.0001 par value, and one-third of one redeemable warrant(2)
|
| | |
28,750,000 Units
|
| | | | $ | 10.00 | | | | | | $ | 287,500,000 | | | | | | $ | 31,367 | | |
Shares of Class A ordinary shares included as part of the units(3)
|
| | |
28,750,000 Shares
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the
units(3) |
| | |
9,583,333 Warrants
|
| | | | | — | | | | | | | — | | | | | | | — (4) | | |
Total
|
| | | | | | | | | — | | | | | | $ | 287,500,000 | | | | | | $ | 31,367 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 250,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.55 | | | | | $ | 13,750,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.45 | | | | | $ | 236,250,000 | | |
| Barclays | | |
CODE Advisors
|
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| | |
Page
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| | | | 156 | | | |
| | | | 163 | | | |
| | | | 163 | | | |
| | | | 163 | | | |
| | | | F-1 | | |
| | |
February 8,
2021 |
| |||
Balance Sheet Data: | | | | | | | |
Working capital (deficiency)
|
| | | $ | (14,000) | | |
Total assets
|
| | | $ | 50,000 | | |
Total liabilities
|
| | | $ | 32,000 | | |
Shareholders’ equity
|
| | | $ | 18,000 | | |
| | |
Without Over-
allotment Option |
| |
Over-allotment
Option Fully Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | $ | 7,500,000 | | | | | $ | 8,250,000 | | |
Total gross proceeds
|
| | | $ | 257,500,000 | | | | | $ | 295,750,000 | | |
Underwriting commissions and estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 5,000,000 | | | | | $ | 5,750,000 | | |
Legal fees and expenses
|
| | | | 350,000 | | | | | | 350,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 50,000 | | | | | | 50,000 | | |
SEC/FINRA Expenses
|
| | | | 74,992 | | | | | | 74,992 | | |
Travel and road show
|
| | | | 20,000 | | | | | | 20,000 | | |
Nasdaq listing and filing fees
|
| | | | 75,000 | | | | | | 75,000 | | |
Directors and officers insurance
|
| | | | 1,100,000 | | | | | | 1,100,000 | | |
Miscellaneous
|
| | | | 90,008 | | | | | | 90,008 | | |
Total estimated offering expenses (excluding underwriting commissions)
|
| | | $ | 1,800,000 | | | | | $ | 1,800,000 | | |
Proceeds after underwriting commissions estimated offering expenses
|
| | | $ | 250,700,000 | | | | | $ | 288,200,000 | | |
Held in trust account(3)
|
| | | $ | 250,000,000 | | | | | $ | 287,500,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account after offering expenses
|
| | | $ | 700,000 | | | | | $ | 700,000 | | |
| | |
Amount
|
| |
% of
Total |
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with
any business combination(6) |
| | | $ | 275,000 | | | | | | 39.3% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 100,000 | | | | | | 14.3% | | |
Payment for office space, administrative and support services
|
| | | | 240,000 | | | | | | 34.3% | | |
Nasdaq continued listing fees
|
| | | | 75,000 | | | | | | 10.7% | | |
Working capital to cover miscellaneous expenses and reserves
|
| | | | 10,000 | | | | | | 1.4% | | |
Total
|
| | | $ | 700,000 | | | | | | 100.0% | | |
| | |
Without Over-allotment
|
| |
With Over-allotment
|
| ||||||||||||||||||
Public offering price
|
| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.00) | | | | | | | | | | | | (0.00) | | | | | | | | |
Increase attributable to public shareholders
|
| | | | 0.66 | | | | | | | | | | | | 0.58 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | | | | | | | 0.66 | | | | | | | | | | | | 0.58 | | |
Dilution to public shareholders
|
| | | | | | | | | $ | 9.34 | | | | | | | | | | | $ | 9.42 | | |
Percentage of dilution to public shareholders
|
| | | | | | | | | | 93.4% | | | | | | | | | | | | 94.2% | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book value before this offering
|
| | | $ | (14,000) | | | | | $ | (14,000) | | |
Net proceeds from this offering and sale of the private placement warrants(1)
|
| | | | 250,700,000 | | | | | | 288,200,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book
value |
| | | | 32,000 | | | | | | 32,000 | | |
Less: Deferred underwriting commissions
|
| | | | (8,750,000) | | | | | | (10,062,500) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | 236,967,990 | | | | | | 273,155,490 | | |
| | | | $ | 5,000,010 | | | | | $ | 5,000,010 | | |
Denominator: | | | | | | | | | | | | | |
Ordinary shares outstanding prior to this offering
|
| | | | 7,187,500 | | | | | | 7,187,500 | | |
Ordinary shares forfeited if over-allotment is not exercised
|
| | | | (937,500) | | | | | | — | | |
Ordinary shares included in the units offered
|
| | | | 25,000,000 | | | | | | 28,750,000 | | |
Less: Ordinary shares subject to redemption
|
| | | | (23,696,799) | | | | | | (27,315,549) | | |
| | | | | 7,533,201 | | | | | | 8,621,951 | | |
| | |
Ordinary Shares
Purchased |
| |
Total Consideration
|
| |
Average Price
per Share |
| | |||||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| | | | ||||||||||||||||||
Initial Shareholders(1)
|
| | | | 6,250,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.003 | | | | ||
Public Shareholders
|
| | | | 25,000,000 | | | | | | 80.00 | | | | | | 250,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | | | ||
| | | | | 31,250,000 | | | | | | 100.0% | | | | | $ | 250,025,000 | | | | | | 100.0% | | | | | | | | | |
| | |
February 8, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Note payable—related party(2)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 8,750,000 | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares
authorized; -0- and 23,696,799 shares subject to possible redemption, actual and as adjusted, respectively |
| | | | — | | | | | | 236,967,990 | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none
issued and outstanding, actual and as adjusted |
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares
authorized; -0- and 1,303,201 shares issued and outstanding (excluding -0- and 23,696,799 shares subject to possible redemption), actual and as adjusted, respectively(3) |
| | | | — | | | | | | 130 | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 7,187,500 and 6,250,000 shares issued and outstanding, actual and as adjusted, respectively(1)
|
| | | | 719 | | | | | | 625 | | |
Additional paid-in capital
|
| | | | 24,281 | | | | | | 5,006,255 | | |
Accumulated deficit
|
| | | | (7,000) | | | | | | (7,000) | | |
Total shareholders’ equity
|
| | | $ | 18,000 | | | | | $ | 5,000,010 | | |
Total capitalization
|
| | | $ | 18,000 | | | | | $ | 250,718,000 | | |
| | |
Redemptions in
Connection with Our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by Our Affiliates |
| |
Redemptions if We Fail
to Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be | | | If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our 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. | |
| | |
Redemptions in
Connection with Our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by Our Affiliates |
| |
Redemptions if We Fail
to Complete an Initial Business Combination |
|
| | | connection with the negotiation of terms of a proposed business combination. | | | required to comply with such rules. | | | | |
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $212,625,000 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $250,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | | payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | | |
Trading of securities issued
|
| | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Barclays Capital Inc. and Code Advisors LLC inform us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
| | ||
| | | vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting. | | | | | | | |
Business combination deadline
|
| | If we have not consummated an initial business combination within 24 months from the closing of this offering, we 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 100% of 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 us to pay our 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 our remaining shareholders and our board of directors, liquidate | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Release of funds
|
| |
Except for the withdrawal of interest income (if any) to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of:
(i) the completion of our initial business combination,
(ii) the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, subject to applicable law, and
(iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
|
| | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
Name
|
| |
Age
|
| |
Position
|
| |||
David Friedberg
|
| | | | 40 | | | |
Chief Executive Officer, Director and Chairman of the Board
|
|
William Hauser
|
| | | | 35 | | | | Chief Financial Officer | |
Bharat Vasan
|
| | | | 44 | | | | Director Nominee | |
Kerry Cooper
|
| | | | 48 | | | | Director Nominee | |
Neil Renninger
|
| | | | 46 | | | | Director Nominee | |
April Underwood
|
| | | | 40 | | | | Director Nominee | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
David Friedberg
|
| | The Production Board, LLC | | | Venture foundry and investment holding company | | | Chief Executive Officer and Director | |
| | |
TPB Management LLC
|
| | Management for holding company | | | Manager and Chief Executive Officer | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | Metromile, Inc. | | | Pay per mile car insurance | | | Director, Chairman and Founder | |
| | | Ohalo Genetics, Inc. | | | Plant/molecular breeding company | | | Director | |
| | | TripleBar Bio, Inc. | | |
Biotechnology company
|
| | Chief Executive Officer, Chief Financial Officer, President, Secretary, Director | |
| | | Uplifting Results Labs, Inc. | | | Consumer probiotics company | | | Director | |
| | | PatternAg, Inc | | | Soil analysis company | | | Director | |
| | | TPB Employee Participation, LLC | | | Employee profits interest unit vehicle | | | Managing Member | |
| | | Eatsa Holdings, LLC | | | Holding company | | | Principal and Chief Executive Officer | |
| | | Tillable, Inc. | | | Farmland rental company | | | Director | |
| | | keenwawa, inc. | | | Computer software company | | | Director | |
| | |
Culture Biosciences, Inc.
|
| |
Biotechnology company
|
| | Director | |
| | | Soylent Nutrition, Inc. | | | Food and beverage company | | | Director | |
| | | Clara Foods Co. | | | Food production company | | | Director | |
| | | Northern Quinoa Production Corporation | | | Quinoa processing company | | | Director | |
William Hauser
|
| |
TPB Management LLC
|
| | Management for holding company | | | Vice President of Finance | |
| | | Northern Quinoa Production Corporation | | | Quinoa processing company | | | Director | |
Bharat Vasan
|
| |
TPB Management LLC
|
| | Management for holding company | | | President and Chief Operating Officer | |
| | | Cana Technology, Inc. | | | Beverage company | | | Director | |
| | | Uplifting Results Labs, Inc | | | Consumer probiotics company | | | Director | |
| | | Iraq and Afghanistan Veterans Association | | | | | | Director | |
Kerry Cooper
|
| | Harvard Business School | | | Business School | | | Entrepreneur-in-Residence | |
| | | Pacific Gas and Electric Company | | | Gas and electric service company | | | Director | |
| | | Fernish, Inc. | | | Furniture rental company | | | Director | |
| | | Treau, Inc. | | | Thermal appliance company | | | Director | |
Neil Renninger
|
| | Ripple Foods | | | Dairy-free product company | | | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | GreenLight Biosciences, Inc. | | |
Biotechnology company
|
| | Board Observer | |
April Underwood
|
| |
Local Laboratory Corp
|
| | Online marketplace for local businesses | | | Chief Executive Officer and Founder | |
| | | Zillow Group | | | Online real estate marketplace company | | | Director | |
| | | Obvious Ventures | | | Venture capital | | | Venture Partner | |
| | | #ANGELS | | | Investment group | | | Co-founder | |
| | |
Number of
Shares Beneficially Owned(2)(3)(4) |
| |
Approximate
Percentage of Issued and Outstanding Ordinary Shares |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering |
| |
After
Offering |
| ||||||||||||
TPB Acquisition Sponsor I, LLC (our sponsor)(3)
|
| | | | 6,145,000 | | | | | | 98.3% | | | | | | 19.7% | | |
David Friedberg(5)
|
| | | | — | | | | | | — | | | | | | — | | |
William Hauser(5)
|
| | | | — | | | | | | — | | | | | | — | | |
Bharat Vasan(5)
|
| | | | — | | | | | | — | | | | | | — | | |
Kerry Cooper(5)(6)
|
| | | | 35,000 | | | | | | * | | | | | | * | | |
Neil Renninger(5)(6)
|
| | | | 35,000 | | | | | | * | | | | | | * | | |
April Underwood(5)(6)
|
| | | | 35,000 | | | | | | * | | | | | | * | | |
All officers, directors and director nominees as a group (6 individuals)
|
| | | | 5,750,000 | | | | | | 100% | | | | | | 20% | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
$10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233r | | | | | | 0.281 | | | | | | 0.323r | | | | | | 0.361 | | |
Underwriters
|
| |
Number
of Units |
| |||
Barclays Capital Inc.
|
| | | | | | |
Code Advisors LLC
|
| | | | | | |
Total
|
| | | | 25,000,000 | | |
| | | | ||||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 13,750,000 | | | | | $ | 15,812,500 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial Statements: | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets | | | | | | | |
| Current assets: | | | | | | | |
|
Prepaid expenses
|
| | | $ | 18,000 | | |
|
Total current assets
|
| | | | 18,000 | | |
|
Deferred offering costs associated with proposed public offering
|
| | | | 32,000 | | |
|
Total Assets
|
| | | $ | 50,000 | | |
| Liabilities and Shareholder’s Equity | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 32,000 | | |
|
Total current liabilities
|
| | | | 32,000 | | |
| Commitments and Contingencies (Note 6) | | | | | | | |
| Shareholder’s Equity: | | | | | | | |
|
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and
outstanding |
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued
and outstanding(1) |
| | | | 719 | | |
|
Additional paid-in capital
|
| | | | 24,281 | | |
|
Accumulated deficit
|
| | | | (7,000) | | |
|
Total shareholder’s equity
|
| | | | 18,000 | | |
|
Total Liabilities and Shareholder’s Equity
|
| | | $ | 50,000 | | |
|
General and administrative expenses
|
| | | $ | 7,000 | | |
|
Net loss
|
| | | $ | (7,000) | | |
|
Weighted average ordinary shares outstanding, basic and diluted(1)
|
| | | | 6,250,000 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance—February 8, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 7,187,500 | | | | | | 719 | | | | | | 24,281 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (7,000) | | | | | | (7,000) | | |
Balance—February 8, 2021
|
| | | | — | | | | | $ | — | | | | | | 7,187,500 | | | | | $ | 719 | | | | | $ | 24,281 | | | | | $ | (7,000) | | | | | $ | 18,000 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (7,000) | | |
| Changes in operating assets: | | | | | | | |
|
Prepaid expenses
|
| | | | 7,000 | | |
|
Net cash used in operating activities
|
| | | | — | | |
|
Net change in cash
|
| | | | — | | |
|
Cash—beginning of the period
|
| | | | — | | |
|
Cash—end of the period
|
| | | $ | — | | |
| Supplemental schedule of noncash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 32,000 | | |
|
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
|
| | | $ | 25,000 | | |
|
SEC expenses
|
| | | $ | 31,367 | | |
|
FINRA expenses
|
| | | | 43,625 | | |
|
Accounting fees and expenses
|
| | | | 50,000 | | |
|
Printing and engraving expenses
|
| | | | 40,000 | | |
|
Travel and road show expenses
|
| | | | 20,000 | | |
|
Legal fees and expenses
|
| | | | 350,000 | | |
|
Nasdaq listing and filing fees
|
| | | | 75,000 | | |
|
Director & Officers liability insurance premiums(1)
|
| | | | 1,100,000 | | |
|
Miscellaneous
|
| | | | 90,008 | | |
|
Total
|
| | | $ | 1,800,000 | | |
|
Exhibit
No. |
| |
Description
|
|
|
1.1
|
| | Form of Underwriting Agreement.* | |
|
3.1
|
| | | |
|
3.2
|
| | Form of Amended and Restated Memorandum and Articles of Association.* | |
|
4.1
|
| | Specimen Unit Certificate.* | |
|
4.2
|
| | Specimen Class A Ordinary Share Certificate.* | |
|
4.3
|
| | Specimen Warrant Certificate.* | |
|
4.4
|
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
|
5.1
|
| | Opinion of Cooley LLP.* | |
|
5.2
|
| | Opinion of Campbells, Cayman Islands Counsel to the Registrant.* | |
|
10.1
|
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
|
10.2
|
| | Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.* | |
|
10.3
|
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* | |
|
10.4
|
| | Form of Indemnity Agreement.* | |
|
10.5
|
| | Form of Administrative Services Agreement between the Registrant and the Sponsor.* | |
|
10.6
|
| | | |
|
10.7
|
| | Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.* | |
|
10.8
|
| | | |
|
23.1
|
| | | |
|
23.2
|
| | Consent of Cooley LLP (included on Exhibit 5.1).* | |
|
23.3
|
| | Consent of Campbells (included on Exhibit 5.2).* | |
|
24
|
| | Power of Attorney (included on signature page to the initial filing of this Registration Statement). | |
|
99.1
|
| | Consent of Bharat Vasan. | |
|
99.2
|
| | Consent of Kerry Cooper. | |
|
99.3
|
| | Consent of Neil Renninger. | |
|
99.4
|
| | Consent of April Underwood. | |
|
99.5
|
| | Form of Audit Committee Charter.* | |
|
99.6
|
| | Form of Compensation Committee Charter.* | |
|
99.7
|
| | Form of Nominating Committee Charter.* | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ David Friedberg
David Friedberg
|
| |
Chief Executive Officer and Sole Director
(Principal Executive Officer) |
| |
February 19, 2021
|
|
|
/s/ William Hauser
William Hauser
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
February 19, 2021
|
|
| Signature and Address of Subscriber | | | Number of Shares Taken | |
|
Campbells Nominee Limited
Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands acting by:
/s/ Jennifer Reilly
Jennifer Reilly
Authorised Signatory
/s/ Tenecia Ebanks
Tenecia Ebanks
Witness to the above signature |
| | One Class B ordinary share | |
|
“Articles”
|
| | means these articles of association of the Company. | |
|
“Auditor”
|
| | means the person for the time being performing the duties of auditor of the Company (if any). | |
|
“Business Combination”
|
| | means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such Business Combination; and (b) must not be effectuated with another blank cheque company or a similar company with nominal operations. | |
|
“Class A Share”
|
| | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
|
“Class B Share”
|
| | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
|
“Company”
|
| | means the above named company. | |
|
“Directors”
|
| | means the directors for the time being of the Company. | |
|
“Dividend”
|
| | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
|
“Electronic Record”
|
| | has the same meaning as in the Electronic Transactions Act. | |
|
“Electronic Transactions Act”
|
| | means the Electronic Transactions Act (2003 Revision) of the Cayman Islands. | |
|
“Equity-linked Securities”
|
| | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
|
“IPO”
|
| |
means the Company’s initial public offering of securities.
|
|
|
“Member”
|
| | has the same meaning as in the Statute. | |
|
“Memorandum”
|
| | means the memorandum of association of the Company. | |
|
“Ordinary Resolution”
|
| | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
|
“Preference Share”
|
| | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
|
“Register of Members”
|
| | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
|
“Registered Office”
|
| | means the registered office for the time being of the Company. | |
|
“Seal”
|
| | means the common seal of the Company and includes every duplicate seal. | |
|
“Share”
|
| | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. | |
|
“Special Resolution”
|
| | has the same meaning as in the Statute, and includes a unanimous written resolution. | |
|
“Statute”
|
| | means the Companies Act (2020 Revision) of the Cayman Islands. | |
|
“Subscriber”
|
| | means the subscriber to the Memorandum. | |
|
“Treasury Share”
|
| | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
|
“Trust Account”
|
| | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
| Signature and Address of Subscriber | | | | |
|
Campbells Nominee Limited
Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands acting by: |
| | ||
|
/s/ Jennifer Reilly
Jennifer Reilly
Authorized Signatory |
| | | |
|
/s/ Tenecia Ebanks
Tenecia Ebanks
Witness to the above signature |
| |
| | | | Very truly yours, | |
| | | | TPB Acquisition Corporation I | |
| | | |
By:
/s/ David Friedberg
Name: David Friedberg
Title: Chief Executive Officer |
|
| TPB Acquisition Sponsor I, LLC | | | ||
| Acting by its sole manager | | | ||
|
By:
/s/ David Friedberg
Name: David Friedberg
Title: Sole Manager |
| |
Date of Drawdown
|
| |
Amount
|
| |
Use of Funds
|
|
| | | | | | | |
| | | | | | | |
| | | | | | | |