TB SA Acquisition Corp Announces Receipt of NASDAQ Continued Listing Standard Notice
April 25 2022 - 4:15PM
Business Wire
TB SA Acquisition Corp (Nasdaq: TBSA) (the “Company”) (the
“Company”) today announced that on April 19, 2022 it received a
deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”)
relating to the Company’s failure to timely file its Annual Report
on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”)
as required under Section 5250(c) of Nasdaq Rules regarding the
Qualification, Listing and Delisting of Companies (the “Nasdaq
Listing Rules”).
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.
In the course of 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
evaluation of vesting terms and recording of stock compensation
expense. This further determination and related work and procedures
resulted in the Company requiring 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 until 60 calendar days from the date of the
deficiency letter to submit to Nasdaq a plan (the “Compliance
Plan”) to regain compliance with the Nasdaq Listing Rules. The
Company intends to submit the Compliance Plan as soon as
practicable.
The Company is in compliance with all other Nasdaq continued
listing standards. The Company expects to file the Form 10-K in the
very near term and does not foresee any risk of non-compliance with
the Nasdaq 60-day remediation timeframe. The Nasdaq notice has no
immediate effect on the listing or trading of the Company’s
securities on Nasdaq.
Cautionary Statement 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 created thereby. In some cases, forward-looking statements
can be identified by terminology such as “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “predict,” “potential,” “outlook,”
“guidance” or the negative of those terms or 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. The above statements regarding
the impact of the Statement on the Company’s financial statements,
as well as the effect of the revision on any periodic SEC filings,
including the timing of filing the Form 10-K, constitute
forward-looking statements that are based on the Company’s current
expectations. Because these forward-looking statements involve
risks and uncertainties, there are important factors that could
cause future events to differ materially from those in the
forward-looking statements, many of which are outside of the
Company’s control. These factors include, but are not limited to, a
variety of risk factors affecting the Company’s business and
prospects, see the section titled “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 statements are made only as of the date hereof, and
unless otherwise required by applicable securities laws, the
Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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James Crawley +1 (345) 814-5771 James.crawley@tbsacorp.com
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