SEC Form SC 13G filed by TB SA Acquisition Corp

*

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.

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

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

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

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

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

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 No.

Description

99.1

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