Filing Details

Accession Number:
0001564590-22-004910
Form Type:
13G Filing
Publication Date:
2022-02-13 19:00:00
Filed By:
Tcp Sa, Llc
Company:
Tb Sa Acquisition Corp
Filing Date:
2022-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
TCP SA 0 9,138,334 0 9,138,334 9,138,334 31.4%
TowerBrook Investors, Ltd 0 9,138,334 0 9,138,334 9,138,334 31.4%
Neal Moszkowski 0 9,138,334 0 9,138,334 9,138,334 31.4%
Ramez Sousou 0 9,138,334 0 9,138,334 9,138,334 31.4%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

TB SA Acquisition Corp
(Name of Issuer)

 

Class A Ordinary Shares
(Title of Class of Securities)

G8657L105
(CUSIP Number)

December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G8657L105

 

Page 2 of 10

 

 

 

(1)

Names of reporting persons

 

TCP SA, LLC

(2)

Check the appropriate box if a member of a group (see instructions)

 

(a)          (b)  

(3)

SEC use only

 

 

(4)

Citizenship or place of organization

 

Cayman Islands

Number of

(5)

Sole voting power

 

0)

shares

beneficially

owned by

(6)

Shared voting power

 

9,138,334(1)

each

reporting

person

(7)

Sole dispositive power

 

0

with:

(8)

Shared dispositive power

 

9,138,334(1)

(9)

Aggregate amount beneficially owned by each reporting person

 

9,138,334(1)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

Percent of class represented by amount in Row (9)

 

31.4%(2)

(12)

Type of reporting person (see instructions)

 

PN

 

 

(1) Represents 9,138,334 Class A ordinary shares acquirable in respect of (i) 4,805,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holder and (ii) 4,333,334 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

(2) Calculated based on (i) 20,000,000 Class A shares, outstanding as of November 22, 2021 as disclosed in the Issuer’s 8-K, filed on November 22, 2021 and (ii) 9,138,334 Class A ordinary shares issuable in connection with the conversion or exercise of the 4,805,000  Class B Shares and the 4,333,334 Private Placement Warrants.

 

 


 

CUSIP No. G8657L105

 

Page 3 of 10

 

 

 

(1)

Names of reporting persons

 

TowerBrook Investors, Ltd.

(2)

Check the appropriate box if a member of a group (see instructions)

 

(a)          (b)  

(3)

SEC use only

 

 

(4)

Citizenship or place of organization

 

Cayman Islands

Number of

(5)

Sole voting power

 

0)

shares

beneficially

owned by

(6)

Shared voting power

 

9,138,334(1)

each

reporting

person

(7)

Sole dispositive power

 

0

with:

(8)

Shared dispositive power

 

9,138,334(1)

(9)

Aggregate amount beneficially owned by each reporting person

 

9,138,334(1)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

Percent of class represented by amount in Row (9)

 

31.4%(2)

(12)

Type of reporting person (see instructions)

 

CO

 

(1) Represents 9,138,334 Class A ordinary shares acquirable in respect of (i) 4,805,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holder and (ii) 4,333,334 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

(2) Calculated based on (i) 20,000,000 Class A shares, outstanding as of November 22, 2021 as disclosed in the Issuer’s 8-K, filed on November 22, 2021 and (ii) 9,138,334 Class A ordinary shares issuable in connection with the conversion or exercise of the 4,805,000  Class B Shares and the 4,333,334 Private Placement Warrants.


 

CUSIP No. G8657L105

 

Page 4 of 10

 

 

 

(1)

Names of reporting persons

 

Neal Moszkowski

(2)

Check the appropriate box if a member of a group (see instructions)

 

(a)          (b)  

(3)

SEC use only

 

 

(4)

Citizenship or place of organization

 

United States

Number of

(5)

Sole voting power

 

0)

shares

beneficially

owned by

(6)

Shared voting power

 

9,138,334(1)

each

reporting

person

(7)

Sole dispositive power

 

0

with:

(8)

Shared dispositive power

 

9,138,334(1)

(9)

Aggregate amount beneficially owned by each reporting person

 

9,138,334(1)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

Percent of class represented by amount in Row (9)

 

31.4%(2)

(12)

Type of reporting person (see instructions)

 

IN

 

(1) Represents 9,138,334 Class A ordinary shares acquirable in respect of (i) 4,805,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holder and (ii) 4,333,334 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

(2) Calculated based on (i) 20,000,000 Class A shares, outstanding as of November 22, 2021 as disclosed in the Issuer’s 8-K, filed on November 22, 2021 and (ii) 9,138,334 Class A ordinary shares issuable in connection with the conversion or exercise of the 4,805,000  Class B Shares and the 4,333,334 Private Placement Warrants.


 

CUSIP No. G8657L105

 

Page 5 of 10

 

 

 

(1)

Names of reporting persons

 

Ramez Sousou

(2)

Check the appropriate box if a member of a group (see instructions)

 

(a)          (b)  

(3)

SEC use only

 

 

(4)

Citizenship or place of organization

 

United Kingdom

Number of

(5)

Sole voting power

 

0)

shares

beneficially

owned by

(6)

Shared voting power

 

9,138,334(1)

each

reporting

person

(7)

Sole dispositive power

 

0

with:

(8)

Shared dispositive power

 

9,138,334(1)

(9)

Aggregate amount beneficially owned by each reporting person

 

9,138,334(1)

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)

Percent of class represented by amount in Row (9)

 

31.4%(2)

(12)

Type of reporting person (see instructions)

 

IN

 

(1) Represents 9,138,334 Class A ordinary shares acquirable in respect of (i) 4,805,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holder and (ii) 4,333,334 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

(2) Calculated based on (i) 20,000,000 Class A shares, outstanding as of November 22, 2021 as disclosed in the Issuer’s 8-K, filed on November 22, 2021 and (ii) 9,138,334 Class A ordinary shares issuable in connection with the conversion or exercise of the 4,805,000  Class B Shares and the 4,333,334 Private Placement Warrants.


 

CUSIP No. G8657L105

 

Page 6 of 10

 

 

 

 

Item 1(a).

Name of Issuer

 

TB SA Acquisition Corp (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

PO Box 1093, Boundary Hall

Grand Cayman, Cayman Islands KY1-1102

Item 2(a).

Names of Persons Filing

 

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

(i)TCP SA, LLC;

(ii)TowerBrook Investors, Ltd.;

(iii)Neal Moszkowski; and

(iv)Ramez Sousou.

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

The principal business office for (i) TCP SA, LLC, (ii) TowerBrook Investors, Ltd. and (iii) Neal Moszkowski is:

 

c/o TowerBrook Capital Partners L.P.

Park Avenue Tower, 65 East 55th Street, 19th Fl.

New York, New York 10022

 

The principal business office for Ramez Sousou is:

 

c/o TowerBrook Capital Partners (U.K.) LLP

1 St. James's Market

London SW1Y 4AH

United Kingdom

Item 2(c).

Citizenship

 

See responses to Item 4 on each cover page.

Item 2(d).

Title of Class of Securities

 

Class A Ordinary Shares

Item 2(e).

CUSIP Number

 

G8657L105

 

CUSIP No. G8657L105

 

Page 7 of 10

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

 

Not Applicable.

Item 4.

Ownership

 

(a)Amount beneficially owned:

As of December 31, 2021, TCP SA, LLC (“Sponsor”) may be deemed to beneficially own 9,138,334 Class A Ordinary Shares of the Issuer that it holds directly.

 

TCP SA GP, Ltd (“TCP SA GP”) is the general partner of the Sponsor and may be deemed to beneficially own 9,138,334 Class A Ordinary Shares of the Issuer directly held by the Sponsor.

 

TowerBrook Investors, Ltd. (“TowerBrook Investors”) is the sole member of TCP SA GP and may be deemed to beneficially own 9,138,334 Class A Ordinary Shares of the Issuer directly held by the Sponsor.

 

Neal Moszkowski is a director and one of the joint controlling shareholders of TowerBrook Investors and may be deemed to beneficially own 9,138,334 Class A Ordinary Shares of the Issuer directly held by the Sponsor.

 

Ramez Sousou is a director and one of the joint controlling shareholders of TowerBrook Investors and may be deemed to beneficially own 9,138,334 Class A Ordinary Shares of the Issuer directly held by the Sponsor.

 

Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any Class A Ordinary Shares covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the Class A Ordinary Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

(b)Percent of Class:

See responses to Item 11 on each cover page.

(c)Number of shares as to which the Reporting Person has:

(i)Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable.

 

CUSIP No. G8657L105

 

Page 8 of 10

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

Item 10.

Certification

 

Not Applicable.

 

 

 

 

CUSIP No. G8657L105

 

Page 9 of 10

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:February 14, 2022

 

TCP SA, LLC

 

 

 

By:  TCP SA GP, Ltd

 

Its:  

General Partner

 

By:

/s/ Neal Moszkowski

 

 

 

 

Name:

Neal Moszkowski

 

 

Title:

Director

 

 

TowerBrook Investors, Ltd.

 

 

 

 

 

 

 

By:

/s/ Neal Moszkowski

 

 

 

 

Name:

  Neal Moszkowski

 

 

Title:

Director

 

 

Neal Moszkowski

 

 

 

 

 

 

 

By:

/s/ Neal Moszkowski

 

 

 

Ramez Sousou

 

 

 

 

 

 

 

By:

/s/ Ramez Sousou

 

 


 

CUSIP No. G8657L105

 

Page 10 of 10

 

 

Exhibit Index

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement, dated February 14, 2022, among TCP SA, LLC, TowerBrook Investors, Ltd., Neal Moszkowski and Ramez Sousou.