Delaware | | | 7371 | | | 88-2789488 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | ||||
Non-accelerated filer | | | ☐ | | | (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☒ | |||
| | | | | | Emerging growth company | | | ☒ |
Weighted average shares calculation, basic and diluted | | | |
Tuatara public shares | | | 1,752,388 |
Tuatara founder shares | | | 3,000,000 |
Subscription investors | | | 1,341,356 |
Combined company shares issued in business combination | | | 18,196,526 |
Weighted average shares outstanding | | | 24,290,270 |
Percent of shares owned by SpringBig shareholders | | | 74.9% |
Percent of shares owned by Tuatara holders | | | 19.6% |
Percent of shares owned by subscription investors(1) | | | 5.5% |
(1) | Of the shares owned by the subscription investors, 600,000 shares are attributable to affiliates of Tuatara and 10,000 shares are attributable to affiliates of SpringBig. |
| | SpringBig (Historical) | | | Tuatara (Historical) | | | Transaction Accounting Adjustments | | | | | Pro Forma Combined | ||
Assets | | | | | | | | | | | |||||
Current assets: | | | | | | | | | | | |||||
Cash and cash equivalents | | | $6,761 | | | $417 | | | $200,039 | | | (1) | | | $18,518 |
| | | | | | (191,438) | | | (2) | | | ||||
| | | | | | (13,361) | | | (3) | | | ||||
| | | | | | 6,100 | | | (4) | | | ||||
| | | | | | 10,000 | | | (8) | | | ||||
Accounts receivable, net | | | 2,645 | | | — | | | — | | | | | 2,645 | |
Contract assets | | | 303 | | | — | | | — | | | | | 303 | |
Prepaid expenses and other current assets | | | 1,297 | | | 249 | | | 1,350 | | | (3) | | | 2,896 |
Total Current Assets | | | 11,006 | | | 666 | | | 12,690 | | | | | 24,362 | |
Property, plant and equipment | | | 495 | | | — | | | — | | | | | 495 | |
Deposits and other assets | | | 84 | | | — | | | — | | | | | 84 | |
Investments held in Trust Account | | | — | | | 200,039 | | | (200,039) | | | (1) | | | — |
Total Assets | | | $11,585 | | | $200,705 | | | $(187,349) | | | | | $24,941 | |
| | | | | | | | | | ||||||
Liabilities and Stockholders’ Equity | | | | | | | | | | | |||||
Current Liabilities | | | | | | | | | | | |||||
Accounts payable | | | $580 | | | $2,252 | | | $(902) | | | (3) | | | $1,930 |
Related party payable | | | 33 | | | — | | | — | | | | | 33 | |
Accrued wages and commissions | | | 691 | | | — | | | — | | | | | 691 | |
Accrued expenses | | | 888 | | | 108 | | | — | | | | | 996 | |
Contract liability | | | 485 | | | — | | | — | | | | | 485 | |
Interest payable | | | 89 | | | — | | | (89) | | | (4) | | | — |
Notes payable | | | 7,000 | | | — | | | (7,000) | | | (4) | | | — |
Other liabilities | | | 39 | | | — | | | — | | | | | 39 | |
Total current liabilities | | | 9,805 | | | 2,360 | | | (7,991) | | | | | 4,174 | |
Warrant liability | | | — | | | 5,278 | | | — | | | | | 5,278 | |
Convertible notes | | | — | | | — | | | 8,565 | | | (8) | | | 8,565 |
Deferred underwriting fee payable | | | — | | | 7,000 | | | (7,000) | | | (3) | | | — |
Total Liabilities | | | 9,805 | | | 14,638 | | | (6,426) | | | | | 18,017 | |
Ordinary shares subject to possible redemption | | | — | | | 200,000 | | | (200,000) | | | (2) | | | — |
Shareholders’ Equity | | | | | | | | | | | |||||
Series B Preferred | | | 5 | | | — | | | (5) | | | (5) | | | — |
Series A Preferred | | | 5 | | | — | | | (5) | | | (5) | | | — |
Series Seed Preferred | | | 7 | | | — | | | (7) | | | (5) | | | — |
Common stock | | | 14 | | | — | | | — | | | (2) | | | 3 |
| | | | | | (14) | | | (5) | | | ||||
| | | | | | 2 | | | (5) | | | ||||
| | | | | | 1 | | | (5) | | | ||||
Additional paid in capital | | | 17,840 | | | — | | | 8,562 | | | (2) | | | 27,121 |
| | | | | | 13,189 | | | (4) | | | ||||
| | | | | | (13,905) | | | (5) | | | ||||
| | | | | | 1,435 | | | (8) | | | ||||
Class B ordinary shares | | | — | | | 1 | | | (1) | | | (5) | | | — |
Accumulated deficit | | | (16,091) | | | (13,934) | | | (4,109) | | | (3) | | | (20,200) |
| | | | | | 13,934 | | | (5) | | | ||||
Total Shareholders’ Equity | | | 1,780 | | | (13,933) | | | 19,077 | | | | | 6,924 | |
Total Liabilities and Shareholders’ Equity | | | $11,585 | | | $200,705 | | | $(187,349) | | | | | $24,941 |
| | SpringBig (Historical) | | | Tuatara (Historical) | | | Transaction Accounting Adjustments | | | | | Pro Forma Combined | ||
Revenue | | | $6,364 | | | $— | | | $— | | | | | $6,364 | |
Cost of revenue | | | 1,843 | | | — | | | — | | | | | 1,843 | |
Gross profit | | | 4,521 | | | — | | | — | | | | | 4,521 | |
Selling, servicing and marketing | | | 2,943 | | | — | | | — | | | | | 2,943 | |
Technology and software development | | | 2,637 | | | — | | | — | | | | | 2,637 | |
General and administrative | | | 1,537 | | | — | | | — | | | | | 1,537 | |
Operating expenses | | | — | | | 912 | | | — | | | (2) | | | 912 |
Total operating expenses | | | 7,117 | | | 912 | | | — | | | | | 8,029 | |
Loss from operations | | | (2,596) | | | (912) | | | — | | | | | (3,508) | |
| | | | | | | | | | ||||||
Interest income | | | — | | | — | | | — | | | | | — | |
Interest expense | | | (89) | | | — | | | (469) | | | (3) | | | (558) |
Forgiveness of PPP Loan | | | — | | | — | | | — | | | | | — | |
Change in fair value of warrants | | | — | | | 4,162 | | | — | | | | | 4,162 | |
Compensation expense | | | (181) | | | — | | | — | | | | | (181) | |
Transaction costs allocated to warrants | | | — | | | — | | | — | | | | | — | |
Interest earned on investments held in Trust Account | | | — | | | 3 | | | (3) | | | (1) | | | — |
(Loss) income before taxes | | | (2,866) | | | 3,253 | | | (472) | | | | | (85) | |
Provision for taxes | | | — | | | — | | | — | | | (4) | | | — |
Net (loss) income | | | $(2,866) | | | $3,253 | | | $(472) | | | | | $(85) | |
| | | | | | | | | | ||||||
Weighted average shares outstanding, basic | | | 13,571,872 | | | 25,000,000 | | | (709,730) | | | (5) | | | 24,290,270 |
Basic net (loss) income per share | | | $(0.21) | | | $0.13 | | | | | | | $— | ||
Weighted average shares outstanding, diluted | | | 13,571,872 | | | 25,000,000 | | | (709,730) | | | (5) | | | 24,290,270 |
Diluted net (loss) income per share | | | $(0.21) | | | $0.13 | | | | | | | $— |
| | SpringBig (Historical) | | | Tuatara (Historical) | | | Transaction Accounting Adjustments | | | | | Pro Forma Combined | ||
Revenue | | | $24,024 | | | $— | | | $— | | | | | $24,024 | |
Cost of revenue | | | 6,929 | | | — | | | — | | | | | 6,929 | |
Gross profit | | | 17,095 | | | — | | | — | | | | | 17,095 | |
Selling, servicing and marketing | | | 10,185 | | | — | | | — | | | | | 10,185 | |
Technology and software development | | | 8,410 | | | — | | | — | | | | | 8,410 | |
General and administrative | | | 5,032 | | | — | | | — | | | | | 5,032 | |
Operating expenses | | | — | | | 2,035 | | | 3,559 | | | (2) | | | 5,594 |
Total operating expenses | | | 23,627 | | | 2,035 | | | 3,559 | | | | | 29,221 | |
Loss from operations | | | (6,532) | | | (2,035) | | | (3,559) | | | | | (12,126) | |
| | | | | | | | | | ||||||
Interest income | | | 3 | | | — | | | — | | | | | 3 | |
Interest expense | | | — | | | — | | | (1,877) | | | (3) | | | (1,877) |
Forgiveness of PPP Loan | | | 781 | | | — | | | — | | | | | 781 | |
Change in fair value of warrants | | | — | | | 12,960 | | | — | | | | | 12,960 | |
Compensation expense | | | — | | | (2,400) | | | — | | | | | (2,400) | |
Transaction costs allocated to warrants | | | — | | | (853) | | | — | | | | | (853) | |
Interest earned on investments held in Trust Account | | | — | | | 35 | | | (35) | | | (1) | | | — |
(Loss) income before taxes | | | (5,748) | | | 7,707 | | | (5,471) | | | | | (3,512) | |
Provision for taxes | | | (2) | | | — | | | — | | | (4) | | | (2) |
Net (loss) income | | | $(5,750) | | | $7,707 | | | $(5,471) | | | | | $(3,514) | |
| | | | | | | | | | ||||||
Weighted average shares outstanding, basic | | | 13,385,267 | | | 22,287,671 | | | 2,002,599 | | | (5) | | | 24,290,270 |
Basic net (loss) income per share | | | $(0.43) | | | $0.35 | | | | | | | $(0.14) | ||
Weighted average shares outstanding, diluted | | | 13,385,267 | | | 22,369,863 | | | 1,920,407 | | | (5) | | | 24,290,270 |
Diluted net (loss) income per share | | | $(0.43) | | | $0.34 | | | | | | | $(0.14) |
1. | Basis of Presentation |
2. | Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheets as of March 31, 2022 |
3. | Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2022 |
4. | Net Income (Loss) per Share |
| | Pro Forma Combined | |
Three Months Ended March 31, 2022 | | | |
Net loss | | | $(85) |
Weighted average shares outstanding - basic and diluted | | | 24,290,270 |
Basic and diluted net loss per share | | | $(0.00) |
Year Ended December 31, 2021 | | | |
Net loss | | | $(3,514) |
Weighted average shares outstanding - basic and diluted | | | 24,290,270 |
Basic and diluted net loss per share | | | $(0.14) |
| | ||
Weighted average shares calculations, basic and diluted | | | Pro Forma Combined |
Tuatara’s public shares | | | 1,752,388 |
Tuatara initial stockholders | | | 3,000,000 |
Subscription investors | | | 1,341,356 |
SpringBig stockholders | | | 18,196,526 |
Weighted average shares outstanding - basic and diluted | | | 24,290,270 |
| | Three Months ended March 31, | | Year ended December 31, | | | Three Months ended March 31, | | Year ended December 31, | |||||||||||||||
| | 2021 | | 2022 | | 2020 | | 2021 | | | 2021 | | 2022 | | 2020 | | 2021 | |||||||
| (dollars in thousands) | | (dollars in thousands) | |||||||||||||||||||||
Revenue | | $5,209 | | $6,364 | | $15,183 | | $24,024 | | $5,209 | | $6,364 | | $15,183 | | $24,024 | ||||||||
Net Loss | | (1,118) | | (2,866) | | (1,598) | | (5,750) | | (1,118) | | (2,866) | | (1,598) | | (5,750) | ||||||||
Adjusted EBITDA | | (1,113) | | (2,718) | | (1,582) | | (6,361) | | (1,113) | | (2,718) | | (1,582) | | (6,361) | ||||||||
| | | | | | | | |||||||||||||||||
Number of retail clients | | 890 | | 1,475 | | 759 | | 1,240 | | 890 | | 1,475 | | 759 | | 1,240 | ||||||||
Net revenue retention | | 112% | | 107% | | 128% | | 110% | | 112% | | 107% | | 128% | | 110% | ||||||||
Number of messages (million) | | 394 | | 436 | | 1,191 | | 1,861 | | 394 | | 436 | | 1,191 | | 1,861 |
| | Quarter ended March 31, | | | Quarter ended March 31, | |||||||
| | 2021 | | 2022 | | | 2021 | | 2022 | |||
| (dollars in thousands) | | (dollars in thousands) | |||||||||
Revenue | | $5,209 | | $6,364 | | $5,209 | | $6,364 | ||||
Net Loss | | (1,118) | | (2,866) | | (1,118) | | (2,866) | ||||
EBITDA | | (1,113) | | (2,718) | | (1,113) | | (2,718) |
| | Year ended December 31, | ||||
| | 2020 | | | 2021 | |
| | (dollars in thousands) | ||||
Net Loss | | | $(1,598) | | | $(5,750) |
Interest income | | | (3) | | | (3) |
Depreciation expense | | | 19 | | | 173 |
EBITDA | | | (1,582) | | | (5,580) |
Forgiveness of PPP loan | | | — | | | (781) |
Adjusted EBITDA | | | (1,582) | | | (6,361) |
| | Year ended December 31, | ||||
| | 2020 | | | 2021 | |
| | (dollars in thousands) | ||||
Net Loss | | | $(1,598) | | | $(5,750) |
Interest income | | | (3) | | | (3) |
Depreciation expense | | | 19 | | | 173 |
EBITDA | | | (1,582) | | | (5,580) |
Forgiveness of PPP loan | | | — | | | (781) |
Adjusted EBITDA | | | (1,582) | | | (6,361) |
| | Quarter Ended March 31, | | | Change | |||||||
| | 2021 | | | 2022 | | | ($) | | | (%) | |
| | (dollars in thousands) | ||||||||||
Revenue | | | $5,209 | | | $6,364 | | | $1,115 | | | 22% |
Cost of revenue | | | 1,594 | | | 1,843 | | | 249 | | | 16% |
Gross profit | | | 3,615 | | | 4,521 | | | 906 | | | 25% |
Operating expenses: | | | | | | | | | ||||
Selling, servicing and marketing | | | 2,071 | | | 2,943 | | | 872 | | | 42% |
Technology and software development | | | 1,551 | | | 2,637 | | | 1,086 | | | 70% |
General and administrative | | | 1,106 | | | 1,659 | | | 553 | | | 50% |
Depreciation expense | | | 6 | | | 59 | | | 53 | | | 883% |
Total operating expenses | | | 4,734 | | | 7,298 | | | 2,564 | | | 54% |
Loss from operations | | | (1,119) | | | (2,777) | | | (1,658) | | | 148% |
Interest income | | | 1 | | | — | | | | | ||
Interest expense | | | — | | | (89) | | | | | ||
Net Income before taxes | | | (1,118) | | | (2,866) | | | (1,748) | | | 156% |
Provision for income taxes | | | — | | | — | | | | | ||
Net Loss | | | (1,118) | | | (2,866) | | | (1,748) | | | 156% |
| | Quarter ended March 31, | ||||
| | 2021 | | | 2022 | |
| | (dollars in thousands) | ||||
Net cash used in operating activities | | | (1,151) | | | (2,399) |
Net cash used in investing activities | | | (164) | | | (73) |
Net cash provided by financing activities | | | — | | | 7,006 |
Net increase (decrease) in cash | | | (1,315) | | | 4,543 |
| | Year Ended December 31, | | | Change | |||||||
| | 2020 | | | 2021 | | | ($) | | | (%) | |
| | (dollars in thousands) | ||||||||||
Revenue | | | $15,183 | | | $24,024 | | | $8,841 | | | 58% |
Cost of revenue | | | 4,978 | | | 6,929 | | | 1,951 | | | 39% |
Gross profit | | | 10,205 | | | 17,095 | | | 6,890 | | | 68% |
| | Year Ended December 31, | | | Change | |||||||
| | 2020 | | | 2021 | | | ($) | | | (%) | |
| | (dollars in thousands) | ||||||||||
Operating expenses: | | | | | | | | | ||||
Selling, servicing and marketing | | | $4,843 | | | $10,185 | | | $342 | | | 110% |
Technology and software development | | | 4,391 | | | 8,410 | | | 4,019 | | | 92% |
General and administrative | | | 2,553 | | | 4,859 | | | 2,306 | | | 90% |
Depreciation expense | | | 19 | | | 173 | | | 154 | | | 810% |
Total operating expenses | | | 11,806 | | | 23,627 | | | 11,821 | | | 110% |
Loss from operations | | | (1,601) | | | (6,532) | | | (4,931) | | | 308% |
Interest and other income | | | 3 | | | 784 | | | 781 | | | 26033% |
Net Income before tax | | | (1,598) | | | (5,748) | | | (4,150) | | | 260% |
Provision for income taxes | | | — | | | 2 | | | — | | | — |
Net Loss | | | (1,598) | | | (5,750) | | | (4,152) | | | 260% |
| | Quarter Ended March 31, | | | Change | |||||||
| | 2021 | | | 2022 | | | ($) | | | (%) | |
| | (dollars in thousands) | ||||||||||
Revenue | | | $5,209 | | | $6,364 | | | $1,115 | | | 22% |
Cost of revenue | | | 1,594 | | | 1,843 | | | 249 | | | 16% |
Gross profit | | | 3,615 | | | 4,521 | | | 906 | | | 25% |
Operating expenses: | | | | | | | | | ||||
Selling, servicing and marketing | | | 2,071 | | | 2,943 | | | 872 | | | 42% |
Technology and software development | | | 1,551 | | | 2,637 | | | 1,086 | | | 70% |
General and administrative | | | 1,106 | | | 1,659 | | | 553 | | | 50% |
Depreciation expense | | | 6 | | | 59 | | | 53 | | | 883% |
Total operating expenses | | | 4,734 | | | 7,298 | | | 2,564 | | | 54% |
Loss from operations | | | (1,119) | | | (2,777) | | | (1,658) | | | 148% |
Interest income | | | 1 | | | — | | | | | ||
Interest expense | | | — | | | (89) | | | | | ||
Net Income before taxes | | | (1,118) | | | (2,866) | | | (1,748) | | | 156% |
Provision for income taxes | | | — | | | — | | | | | ||
Net Loss | | | (1,118) | | | (2,866) | | | (1,748) | | | 156% |
| | Quarter ended March 31, | ||||
| | 2021 | | | 2022 | |
| | (dollars in thousands) | ||||
Net cash used in operating activities | | | (1,151) | | | (2,399) |
Net cash used in investing activities | | | (164) | | | (73) |
Net cash provided by financing activities | | | — | | | 7,006 |
Net increase (decrease) in cash | | | (1,315) | | | 4,543 |
| | Year Ended December 31, | | | Change | |||||||
| | 2020 | | | 2021 | | | ($) | | | (%) | |
| | (dollars in thousands) | ||||||||||
Revenue | | | $15,183 | | | $24,024 | | | $8,841 | | | 58% |
Cost of revenue | | | 4,978 | | | 6,929 | | | 1,951 | | | 39% |
Gross profit | | | 10,205 | | | 17,095 | | | 6,890 | | | 68% |
| | Year Ended December 31, | | | Change | |||||||
| | 2020 | | | 2021 | | | ($) | | | (%) | |
| | (dollars in thousands) | ||||||||||
Operating expenses: | | | | | | | | | ||||
Selling, servicing and marketing | | | $4,843 | | | $10,185 | | | $342 | | | 110% |
Technology and software development | | | 4,391 | | | 8,410 | | | 4,019 | | | 92% |
General and administrative | | | 2,553 | | | 4,859 | | | 2,306 | | | 90% |
Depreciation expense | | | 19 | | | 173 | | | 154 | | | 810% |
Total operating expenses | | | 11,806 | | | 23,627 | | | 11,821 | | | 110% |
Loss from operations | | | (1,601) | | | (6,532) | | | (4,931) | | | 308% |
Interest and other income | | | 3 | | | 784 | | | 781 | | | 26033% |
Net Income before tax | | | (1,598) | | | (5,748) | | | (4,150) | | | 260% |
Provision for income taxes | | | — | | | 2 | | | — | | | — |
Net Loss | | | (1,598) | | | (5,750) | | | (4,152) | | | 260% |
| | Years ended December 31, | | | Years ended December 31, | |||||||
| | 2020 | | 2021 | | | 2020 | | 2021 | |||
| (dollars in thousands) | | (dollars in thousands) | |||||||||
Cash | | $10,447 | | $2,227 | | $10,447 | | $2,227 | ||||
Accounts receivable, net | | 1,141 | | 3,045 | | 1,141 | | 3,045 | ||||
Working capital | | (930) | | 3,895 | | (930) | | 3,895 |
| | Year ended December 31, | | | Year ended December 31, | |||||||
| | 2020 | | 2021 | | | 2020 | | 2021 | |||
| (dollars in thousands) | | (dollars in thousands) | |||||||||
Net cash used in operating activities | | $(1,006) | | $(7,884) | | $(1,006) | | $(7,884) | ||||
Net cash used in investing activities | | (195) | | (374) | | (195) | | (374) | ||||
Net cash provided by financing activities | | 9,025 | | 38 | | 9,025 | | 38 | ||||
Net increase (decrease) in cash | | 7,824 | | (8,220) | | 7,824 | | (8,220) |
| | Payments Due by Period | |||||||||||||
| | Total | | | Less than 1 year | | | 1 - 3 years | | | 3 - 5 years | | | More than 5 years | |
| | (dollars in thousands) | |||||||||||||
Operating lease obligations | | | 1,098 | | | 471 | | | 627 | | | — | | | — |
| | Payments Due by Period | |||||||||||||
| | Total | | | Less than 1 year | | | 1 - 3 years | | | 3 - 5 years | | | More than 5 years | |
| | (dollars in thousands) | |||||||||||||
Operating lease obligations | | | 1,098 | | | 471 | | | 627 | | | — | | | — |
(1) | Estimate based on average marketing spend in similar industries. |
1 | New Frontier Data, December 2020 |
Name | | | Age | | | Position |
Executive Officers | | | | | ||
Jeffrey Harris | | | 58 | | | Chief Executive Officer and Director |
Paul Sykes | | | 57 | | | Chief Financial Officer |
Navin Anand | | | 47 | | | Chief Technology Officer |
Non-Employee Directors | | | | | ||
Steven Bernstein | | | 61 | | | Director |
Patricia Glassford | | | 59 | | | Director |
Amanda Lannert | | | 49 | | | Director |
Phil Schwarz | | | 44 | | | Director |
Sergey Sherman | | | 52 | | | Director |
Jon Trauben | | | 56 | | | Director |
Name and Principal Position | | | Salary ($) | | | Bonus ($) | | | Option Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) |
Jeffrey Harris Chief Executive Officer | | | $265,000 | | | $— | | | $— | | | $— | | | $— | | | $265,000 |
Paul Sykes Chief Financial Officer(1) | | | $172,944 | | | $90,000 | | | $281,250 | | | $— | | | $— | | | $544,194 |
Navin Anand Chief Technology Officer(2) | | | $139,838 | | | $40,000 | | | $206,250 | | | $— | | | $— | | | $386,088 |
(1) | Mr. Sykes was appointed Chief Financial Officer of Legacy SpringBig effective April 7, 2021. |
(2) | Mr. Anand was appointed Chief Technology Officer of Legacy SpringBig effective April 12, 2021. |
(3) | Amounts represent the aggregate grant date fair value of stock options granted to our named executive officers computed in accordance with ASC Topic 718. Assumptions used to calculate these amounts are included in Note 7 – Common Stock Options accompanying the historical audited consolidated financial statements of SpringBig included in this prospectus. |
| | | Option Awards | | | | | Option Awards | |||||||||||||||||||||||||||||||
| | Grant Date | | Vesting Commencement Date | | | | | Number of securities underlying unexercised options (#) exercisable | | Number of securities underlying unexercised options (#) unexercisable | | Option exercise price ($) | | Option expiration date | | | Grant Date | | Vesting Commencement Date | | Number of securities underlying unexercised options (#) exercisable | | Number of securities underlying unexercised options (#) unexercisable | | Option exercise price ($) | | Option expiration date | |||||||||||
Jeffrey Harris | | 3/17/2019 | | 3/17/2021 | | (1) | | 350,000 | | 350,000 | | $0.31 | | 3/17/2029 | | 3/17/2019 | | 3/17/2021(1) | | 350,000 | | 350,000 | | $0.31 | | 3/17/2029 | |||||||||||||
| 12/2/2020 | | 12/2/2021 | | (1) | | 31,250 | | 93,720 | | $0.75 | | 12/2/2030 | | 12/2/2020 | | 12/2/2021(1) | | 31,250 | | 93,720 | | $0.75 | | 12/2/2030 | ||||||||||||||
Paul Sykes | | 6/21/2021 | | 4/7/2021 | | (2) | | 131,250 | | 243,750 | | $0.75 | | 6/21/2031 | | 6/21/2021 | | 4/7/2021(2) | | 131,250 | | 243,750 | | $0.75 | | 6/21/2031 | |||||||||||||
Navin Anand | | 6/21/2021 | | 4/12/2021 | | (2) | | 96,250 | | 178,750 | | $0.75 | | 6/21/2031 | | 6/21/2021 | | 4/12/2021(2) | | 96,250 | | 178,750 | | $0.75 | | 6/21/2031 |
(1) | Represents an option vesting with respect to 25% of the shares subject to the option on each one-year anniversary of the grant date. |
(2) | Represents an option vesting with respect to (a) 35% of the shares subject to the option on December 31, 2021, (b) 15% of the shares subject to the option as of the closing of the business combination and (c) 50% of the shares subject to the option ratably over 24 months following the business combination. |
○ | Audit: $17,000 |
○ | Compensation: $10,000 |
○ | Nominating and Corporate Governance: $9,000 |
○ | Audit: $6,000 |
○ | Compensation: $3,500 |
○ | Nominating and Corporate Governance: $3,000 |
• | Voting and Support |
• | Subscription |
• | Amended and Restated Registration Rights |
• | Sponsor Escrow Agreement. The Sponsor, Tuatara and certain independent members of the pre-business combination board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”) at the closing of the business combination pursuant to which the Sponsor and certain members of the pre-business combination board of directors deposited an aggregate of 1,000,000 shares of the Company’s Common Stock (“Sponsor Earnout Shares”) into escrow. The Sponsor Escrow Agreement provides that such Sponsor Earnout Shares will either be released to the Sponsor if the closing price of the Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing date and by the fifth anniversary of the closing date. The Sponsor Earnout Shares will be terminated and canceled by the Company if such condition is not met at any time after the closing date and by the fifth anniversary of the closing date. |
Name of Beneficial Owner | | Number of Shares of Common Stock Beneficially Owned | | Percentage of Outstanding Common Stock(1) | | Number of Shares of Common Stock Beneficially Owned | | Percentage of Outstanding Common Stock(1) | ||||
5% Shareholders | | | | | ||||||||
Medici Holdings V, Inc. | | 4,743,120 | | 18.7% | | 4,743,120 | | 18.8% | ||||
Tuatara Capital Fund II, L.P.(2) | | 4,470,000 | | 17.6% | | 4,470,000 | | 17.6% | ||||
TVC Capital IV, L.P.(3) | | 2,495,499 | | 10.0% | | 2,495,499 | | 10.0% | ||||
Altitude Investment Partners, LP(4) | | 1,528,295 | | 6.0% | | 1,528,295 | | 6.0% | ||||
Gamson Family Revocable Trust | | 1,306,326 | | 5.2% | | 1,306,326 | | 5.2% | ||||
Executive Officer and Directors of the Company | | | | | ||||||||
Jeffrey Harris(5) | | 5,242,254 | | 20.3% | | 5,242,254 | | 20.7% | ||||
Paul Sykes(6) | | 106,371 | | * | | 106,371 | | * | ||||
Navin Anand(7) | | 88,316 | | * | | 88,316 | | * | ||||
Steven Bernstein | | — | | * | | — | | * | ||||
Patricia Glassford | | — | | * | | — | | * | ||||
Amanda Lannert | | — | | * | | — | | * | ||||
Phil Schwarz(8) | | 474,312 | | 1.9% | | 474,312 | | 1.9% | ||||
Sergey Sherman | | — | | * | | — | | * | ||||
Jon Trauben | | — | | * | | — | | * | ||||
All directors and named executive officers of New SpringBig as a group post-business combination (9 individuals): | | 5,911,253 | | 23.4% | ||||||||
All directors and named executive officers of SpringBig as a group post-business combination (9 individuals): | | 5,911,253 | | 23.4% |
(1) | The percentage of beneficial ownership of the Company is calculated based on 25,290,270 shares of |
(2) | Includes |
(3) | TVC Capital IV, L.P. is an affiliate of TVC Capital Partners IV, L.P. Each of TVC Capital IV LP and TVC Capital Partners IV LP is directly controlled by TVC Capital IV GP, LLC (“GP IV”). Each of Steven Hamerslag and Jeb S. Spencer is a managing member of GP IV and may be deemed to have shared voting and dispositive power over the shares held by the foregoing entities. The foregoing is not an admission by any of Steven Hamerslag and Jeb S. Spencer that he is the beneficial owner of the shares held by the foregoing entities. The address for each of the foregoing persons is 11710 El Camino Real, Suite 100, San Diego, CA 92130. |
(4) | The address for Altitude Investment Partners, LP is 73 Bal Bay Drive, Bal Harbor, FL 33154. |
(5) | Includes the shares of |
(6) | Includes 9,219 options exercisable for shares of |
(7) | Includes 6,761 options exercisable for shares of |
Selling Stockholder | | | Beneficial Ownership Before the Offering(2) | | | Number of Shares Being Offered(2) | | | Beneficial Ownership After the Offering | | | Percentage of Ownership After the Offering |
L1 Capital Global Opportunities Master Fund(1)(3) | | | 1,503,647 | | | 4,510,940 | | | 0(2) | | | 0% |
| | Securities Beneficially Owned Prior to this Offering | | | Securities to be Registered in this Offering(1) | | | Securities to be Beneficially Owned After this Offering | ||||||||||||||||
Name of Selling Securityholder | | | Common Stock(2) | | | Warrants(3) | | | Common Stock(2) | | | Warrants(3) | | | Common Stock(2) | | | % | | | Warrants(3) | | | % |
Tuatara Capital Fund II, L.P.(4) | | | 4,470,000 | | | 6,000,000 | | | 4,470,000 | | | 6,000,000 | | | — | | | — | | | — | | | — |
Michael Finkelman | | | 40,000 | | | — | | | 15,000 | | | — | | | — | | | — | | | — | | | — |
Key Investment Partners Fund I LP(5) | | | 344,885 | | | — | | | 135,926 | | | — | | | — | | | — | | | — | | | — |
KP Capital LLC | | | 779,404 | | | — | | | 779,404 | | | — | | | — | | | — | | | — | | | — |
Jeffrey Harris(5) | | | 489,134 | | | — | | | 5,242,254 | | | — | | | — | | | — | | | — | | | — |
Medici Holdings V, Inc. | | | 4,743,120 | | | — | | | 4,743,120 | | | — | | | — | | | — | | | — | | | — |
ABG, LLC | | | 518,275 | | | — | | | 518,275 | | | — | | | — | | | — | | | — | | | — |
Argonautic Ventures Master SPC | | | 844,229 | | | — | | | 844,229 | | | — | | | — | | | — | | | — | | | — |
Argonautic Vertical Series SpringBig Fund I SP | | | 62,644 | | | — | | | 62,644 | | | — | | | — | | | — | | | — | | | — |
Paul Sykes | | | 106,371 | | | — | | | 106,371 | | | — | | | — | | | — | | | — | | | — |
Salex Capital, LLC | | | 552,060 | | | — | | | 552,060 | | | — | | | — | | | — | | | — | | | — |
Manja Lyssy Revocable Trust | | | 879,007 | | | — | | | 879,007 | | | — | | | — | | | — | | | — | | | — |
Halley Venture Fund I LP | | | 819,274 | | | — | | | 819,274 | | | — | | | — | | | — | | | — | | | — |
Halley Venture Fund II LP | | | 70,918 | | | — | | | 70,918 | | | — | | | — | | | — | | | — | | | — |
Altitude Investment Partners, LP | | | 1,528,295 | | | — | | | 1,528,295 | | | — | | | — | | | — | | | — | | | — |
Soctech Israel, LLC | | | 473,093 | | | — | | | 473,093 | | | — | | | — | | | — | | | — | | | — |
Gamson Family Revocable Trust | | | 1,306,326 | | | — | | | 1,306,326 | | | — | | | — | | | — | | | — | | | — |
Green Acre Capital Fund I LP | | | 967,757 | | | — | | | 967,757 | | | — | | | — | | | — | | | — | | | — |
TVC Capital IV, L.P.(6) | | | 2,495,499 | | | — | | | 2,495,499 | | | — | | | — | | | — | | | — | | | — |
(1) | The |
(2) |
(3) |
(4) | Includes 3,870,000 shares of Common Stock held by TCAC Sponsor, LLC and 600,000 PIPE shares held by Tuatara Capital Fund II, L.P. Tuatara Capital Fund II, L.P. (“Fund II”) is the |
(5) | Includes 208,959 PIPE shares. |
(6) | Excludes the shares of Common Stock held by Medici Holdings V, Inc., an estate planning vehicle through which Mr. Harris shares ownership with family members of Mr. Harris and for which Mr. Harris may be deemed to have investment discretion |
(7) | Includes 522,397 PIPE shares. |
| | Fair Market Value of Shares of Common Stock | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | $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 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
(i) | If the Earnout Trigger Event occurs prior to the one-year anniversary of the Effective Time and results in an Earnout Trigger Price that is greater than $10.00, but less than $12.00, then only a portion of the First Tranche Shares shall be issued to the Legacy SpringBig shareholders and Engaged Option Holders equal to the First Tranche Shares multiplied by a fraction calculated as: (A) the numerator of which shall be the Earnout Trigger Price minus $10 and (B) the denominator of which is 2. |
(ii) | If the Earnout Trigger Event occurs after the one-year anniversary of the Closing Date and results in an Earnout Trigger Price that is less than $12.00, then none of the Contingent Shares shall be issued. |
(iii) | If the Earnout Trigger Event occurs at any time during the 60 months following the effective time and results in an Earnout Trigger Price that is equal to or greater than $15.00, but less than $18.00, then only the First Tranche Shares and Second Tranche Shares shall be issued to the Legacy SpringBig shareholders and Engaged Option Holders. |
(iv) | If the Earnout Trigger Event occurs at any time during the 60 months following the effective time and results in an Earnout Trigger Price equal to or greater than $18.00, then all of the Contingent Shares shall be issued to the Legacy SpringBig shareholders and Engaged Option Holders. |
| | Page | |
Unaudited Financial Statements | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
Audited Financial Statements | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | Page | |
Unaudited Financial Statements | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
Audited Financial Statements | | | |
| | ||
Financial Statements: | | | |
| | ||
| | ||
| | ||
| | ||
| |
| | March 31, 2022 | | | December 31, 2021 | |
| | (Unaudited) | | | ||
| | (In thousands except share data) | ||||
ASSETS | | | | | ||
Assets | | | | | ||
Current assets: | | | | | ||
Cash and cash equivalents | | | $6,761 | | | $2,227 |
Accounts receivable, net | | | 2,645 | | | 3,045 |
Contract assets | | | 303 | | | 364 |
Prepaid expenses and other current assets | | | 1,297 | | | 843 |
Total current assets | | | 11,006 | | | 6,479 |
Property and equipment, net | | | 495 | | | 480 |
Deposits | | | 84 | | | 84 |
Total assets | | | $11,585 | | | $7,043 |
| | | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | ||
Liabilities | | | | | ||
Current liabilities: | | | | | ||
Accounts payable | | | $580 | | | $412 |
Related party payable | | | 33 | | | 5 |
Accrued wages and commissions | | | 691 | | | 805 |
Accrued expenses | | | 888 | | | 855 |
Other liabilities | | | 39 | | | 57 |
Interest payable - 15% convertible promissory note | | | 89 | | | 0 |
Notes payable - 15% convertible promissory note | | | 7,000 | | | 0 |
Contract liabilities | | | 485 | | | 450 |
Total liabilities | | | $9,805 | | | $2,584 |
| | | | |||
Commitments and Contingencies | | | 0 | | | 0 |
| | | | |||
Stockholders’ Equity | | | | | ||
Series B Preferred (par value $0.001 per shares, 4,584,202 authorized, issued and outstanding at March 31, 2022 and December 31, 2021) | | | $5 | | | $5 |
Series A Preferred (par value $0.001 per shares, 5,088,944 authorized issued and outstanding at March 31, 2022 and December 31, 2021) | | | 5 | | | 5 |
Series Seed Preferred (par value $0.001 per shares, 6,911,715 authorized issued and outstanding at March 31, 2022 and December 31, 2021) | | | 7 | | | 7 |
Common stock (par value $0.001 per shares, 38,395,870 authorized at March 31, 2022 and 2021; 13,576,115 and 13,541,324 issued and outstanding as of March 31, 2022 and December 31, 2021) | | | 14 | | | 14 |
Additional paid-in-capital | | | 17,840 | | | 17,653 |
Accumulated deficit | | | (16,091) | | | (13,225) |
Total stockholders’ equity | | | 1,780 | | | 4,459 |
Total liabilities and stockholders’ equity | | | $11,585 | | | $7,043 |
* | Derived from audited consolidated financial statements |
| | 2022 | | | 2021 | |
| | (In thousands, except share and per share data) | ||||
Revenues | | | $6,364 | | | $5,209 |
Cost of revenues | | | 1,843 | | | 1,594 |
Gross profit | | | 4,521 | | | 3,615 |
Operating expenses | | | | | ||
Selling, servicing and marketing | | | 2,943 | | | 2,071 |
Technology and software development | | | 2,637 | | | 1,551 |
General and administrative | | | 1,718 | | | 1,112 |
| | 7,298 | | | 4,734 | |
| | | | |||
Loss from operations | | | (2,777) | | | (1,119) |
Interest income | | | 0 | | | 1 |
Interest expense | | | (89) | | | 0 |
Loss before provision for income taxes | | | (2,866) | | | (1,118) |
Provision for income taxes | | | 0 | | | 0 |
Net loss | | | $(2,866) | | | $(1,118) |
Net loss per common share: | | | | | ||
Basic and diluted | | | $(0.21) | | | $(0.08) |
| | | | |||
Weighted-average common shares outstanding - basic and diluted | | | 13,571,872 | | | 13,319,512 |
| | Series B Preferred Shares | | Amount | | Series A Preferred Shares | | Amount | | Series Seed Preferred Shares | | Amount | | Common Stock Shares | | Amount | | Additional Paid-in- Capital | | Accumulated Deficit | | Total | | | Series B Preferred Shares | | Amount | | Series A Preferred Shares | | Amount | | Series Seed Preferred Shares | | Amount | | Common Stock Shares | | Amount | | Additional Paid-in- Capital | | Accumulated Deficit | | Total | |||||||||||||||||||||
| (In thousands) | | (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance - January 1, 2021 | | 4,584 | | $5 | | 5,089 | | $5 | | 6,912 | | $7 | | 13,200 | | $14 | | $16,970 | | $(7,475) | | $9,526 | | 4,584 | | $5 | | 5,089 | | $5 | | 6,912 | | $7 | | 13,200 | | $14 | | $16,970 | | $(7,475) | | $9,526 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 114 | | 0 | | 119 | | 0 | | 119 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 114 | | 0 | | 119 | | 0 | | 119 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 67 | | 0 | | 50 | | 0 | | 50 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 67 | | 0 | | 50 | | 0 | | 50 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Net loss | | — | | 0 | | — | | 0 | | — | | 0 | | — | | 0 | | 0 | | (1,118) | | (1,118) | | — | | 0 | | — | | 0 | | — | | 0 | | — | | 0 | | 0 | | (1,118) | | (1,118) | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Balance - March 31, 2021 | | 4,584 | | $5 | | 5,089 | | $5 | | 6,912 | | $7 | | 13,381 | | $14 | | $17,139 | | $(8,593) | | $8,577 | | 4,584 | | $5 | | 5,089 | | $5 | | 6,912 | | $7 | | 13,381 | | $14 | | $17,139 | | $(8,593) | | $8,577 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Balance - January 1, 2022 | | 4,584 | | 5 | | 5,089 | | $5 | | 6,912 | | $7 | | 13,541 | | $14 | | $17,653 | | $(13,225) | | $4,459 | | 4,584 | | 5 | | 5,089 | | $5 | | 6,912 | | $7 | | 13,541 | | $14 | | $17,653 | | $(13,225) | | $4,459 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 181 | | 0 | | 181 | | 0 | | 0 | | 0 | | 0 | | 0 | | — | | 0 | | 0 | | 181 | | 0 | | 181 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 35 | | 0 | | 6 | | 0 | | 6 | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | 35 | | 0 | | 6 | | 0 | | 6 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Net loss | | — | | 0 | | — | | 0 | | — | | 0 | | — | | 0 | | 0 | | (2,866) | | (2,866) | | — | | 0 | | — | | 0 | | — | | 0 | | — | | 0 | | 0 | | (2,866) | | (2,866) | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Balance - March 31, 2022 | | 4,584 | | $5 | | 5,089 | | $5 | | 6,912 | | $7 | | 13,576 | | $14 | | $17,840 | | $(16,091) | | $1,780 | | 4,584 | | $5 | | 5,089 | | $5 | | 6,912 | | $7 | | 13,576 | | $14 | | $17,840 | | $(16,091) | | $1,780 |
| | For The Three Months Ended March 31, | ||||
| | 2022 | | | 2021 | |
| | ( In thousands) | ||||
Cash flows from operating activities: | | | | | ||
Net loss | | | $(2,866) | | | $(1,118) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Depreciation and amortization | | | 59 | | | 6 |
Stock-based compensation expense | | | 181 | | | 119 |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | 400 | | | (110) |
Related party receivable | | | 0 | | | 77 |
Prepaid expenses and other current assets | | | (453) | | | (84) |
Contract assets | | | 61 | | | (8) |
Accounts payable and other liabilities | | | 67 | | | (27) |
Related party payable | | | 28 | | | (56) |
Interest payable - 15% convertible promissory note | | | 89 | | | 0 |
Contract liabilities | | | 35 | | | 50 |
Net cash used in operating activities | | | (2,399) | | | (1,151) |
| | | | |||
Cash flows from investing activities: | | | | | ||
Business combination, net of cash acquired | | | 0 | | | (122) |
Purchases of property and equipment | | | (73) | | | (42) |
Net cash used in investing activities | | | (73) | | | (164) |
| | | | |||
Cash flows from financing activities: | | | | | ||
Notes payable - 15% convertible promissory note | | | 7,000 | | | 0 |
Proceeds from exercise of stock options, net | | | 6 | | | 0 |
Net cash provided by financing activities | | | 7,006 | | | 0 |
| | | | |||
Net increase (decrease) in cash and cash equivalents | | | 4,534 | | | (1,315) |
Cash and cash equivalents at beginning of the period | | | 2,227 | | | 10,447 |
Cash and cash equivalents at end of the period | | | $6,761 | | | $9,132 |
| | | | |||
Supplemental disclosure of non-cash financing activities | | | | | ||
Issue of common stock for business combination | | | $0 | | | $50 |
Indemnity holdback for business combination | | | $0 | | | $23 |
| | March 31, 2022 | | | December 31 2021 | |
Accounts receivable | | | $2,093 | | | $2,533 |
Unbilled receivables | | | 849 | | | 809 |
| | 2,942 | | | 3,342 | |
Less allowance for doubtful accounts | | | (297) | | | (297) |
Accounts receivable, net | | | $2,645 | | | $3,045 |
| | March 31, 2022 | | | December 31 2021 | |
Computer equipment | | | $268 | | | $225 |
Data warehouse | | | 286 | | | 256 |
Software | | | 196 | | | 196 |
| | 750 | | | 677 | |
Less accumulated depreciation and amortization | | | (255) | | | (197) |
Property and Equipment | | | $495 | | | $480 |
a. | If the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of November 8, 2021 as amended through by and among the Company, TCAC and the other parties thereto, occurs on or prior to the Maturity Date, then (i) the outstanding principal balance of the Convertible Notes shall become due and payable (and will be satisfied by the issuance to Holder of all shares of common stock at a rate of $10.00 per share; and (ii) all accrued and unpaid interest under the Convertible Notes shall become due and payable and shall be satisfied by dividing the outstanding unpaid accrued interest of the Convertible Notes, by $10.00. |
b. | If the SPAC Merger has not occurred on or prior to the Maturity Date, then, subject to Section 3(c), the outstanding principal balance and any unpaid accrued interest of the Convertible Notes shall automatically |
c. | If the Company issues any additional equity securities on or prior to the Maturity Date and conversion of the Convertible Notes (“Other Securities”), then Holder shall have the option, in lieu of conversion pursuant to Section 3(b), to convert the outstanding principal balance and any unpaid accrued interest of the Convertible Notes into a number of fully paid and non-assessable shares of such Other Securities of the Company, equal to the per share price of such Other Securities. |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Revenue | | | | | ||
Brand revenue | | | $189 | | | $132 |
Retail revenue | | | 6,175 | | | 5,077 |
Total Revenue | | | $6,364 | | | $5,209 |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Retail revenue | | | | | ||
United States | | | $5,956 | | | $5,077 |
Canada | | | 219 | | | 0 |
Brand revenue | | | | | ||
United States | | | 189 | | | 132 |
| | $6,364 | | | $5,209 |
| | March 31 2022 | | | December 31 2021 | |
Contract assets consisted of the following as of: | | | | | ||
Deferred sales commissions | | | $303 | | | $364 |
| | March 31 2022 | | | December 31 2021 | |
Contract liabilities consisted of the following as of: | | | | | ||
Deferred revenue retail | | | $231 | | | $231 |
Deferred set-up revenues | | | 110 | | | 101 |
Deferred revenue brands | | | 144 | | | 118 |
Contract liabilities | | | $485 | | | $450 |
| | March 31 2022 | | | December 31 2021 | |
The movement in the contract liabilities during each period comprised the following: | | | | | ||
Contract liabilities at start of the period | | | $450 | | | $560 |
Amounts invoiced during the period | | | 6,115 | | | 13,512 |
Less revenue recognized during the period | | | (6,080) | | | (13,622) |
Contract liabilities at end of the period | | | $485 | | | $450 |
| | March 31, 2021 | |
Fair value of shares | | | $135 |
Less: Post combination cost - restricted stocks | | | (85) |
Fair value of net shares | | | 50 |
Cash consideration | | | 132 |
Indemnity holdback | | | 23 |
Fair value of purchase consideration | | | $205 |
| | ||
Assets | | | $9 |
Goodwill | | | 0 |
Intangibles (Software) | | | 196 |
Fair value of assets | | | $205 |
| | Options Outstanding | | | Options Vested and Exercisable | ||||||||||
Fixed Options | | | Number of Options | | | Weighted Average Exercise Price (Per Share) | | | Number of Options | | | Weighted Average Remaining Contractual Life (Years) | | | Weighted Average Exercise Price (Per Share) |
Outstanding Balance, January 1, 2022 | | | 6,802,437 | | | $0.38 | | | 4,628,311 | | | 6.79 | | | $0.24 |
Options granted | | | 0 | | | $0 | | | | | | | |||
Options exercised | | | (34,791) | | | $0.19 | | | | | | | |||
Options forfeited | | | (18,334) | | | $0.75 | | | | | | | |||
Options cancelled | | | 0 | | | $0 | | | | | | | |||
Outstanding Balance, March 31, 2022 | | | 6,749,312 | | | $0.38 | | | 4,814,604 | | | 6.64 | | | $0.25 |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Loss per share: | | | | | ||
Numerator: | | | | | ||
Net loss | | | $(2,866) | | | $(1,118) |
| | | | |||
Denominator | | | | | ||
Weighted-average common shares outstanding - basic and diluted | | | 13,571,872 | | | 13,319,512 |
Basic and diluted loss per common share | | | $(0.21) | | | $(0.08) |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Shares subject to Series A Preferred Stock Conversion | | | 5,088,944 | | | 5,088,944 |
Shares subject to Series B Preferred Stock Conversion | | | 4,584,202 | | | 4,584,202 |
Shares subject to Seed Preferred Stock Conversion | | | 6,911,715 | | | 6,911,715 |
Shares subject to 15% Convertible Promissory Notes Conversion | | | 708,918 | | | 0 |
Shares vested and subject to exercise of stock options | | | 4,814,604 | | | 4,020,032 |
Shares unvested and subject to exercise of stock options | | | 1,934,708 | | | 2,099,238 |
| | March 31 2022 | | | December 31 2021 | |
Deferred tax assets: | | | | | ||
Accrued expenses and other liabilities | | | $76 | | | $76 |
Property and equipment, net | | | 0 | | | 0 |
Net operating loss | | | 4,115 | | | 3,402 |
Stock based compensation | | | 147 | | | 132 |
Total gross deferred tax assets | | | 4,338 | | | 3,610 |
Less: valuation allowance | | | (4,050) | | | (3,385) |
Total deferred tax assets | | | 288 | | | 225 |
Deferred tax liabilities: | | | | | ||
Prepaid expenses and other assets | | | (214) | | | (191.00) |
Property and equipment, net | | | (74) | | | (34.00) |
Total deferred tax liabilities | | | (288) | | | (225) |
Net deferred income tax asset (liability) | | | $0 | | | $0 |
| | March 31, 2022 | | | December 31 2021 | |
Accounts receivable | | | $2,093 | | | $2,533 |
Unbilled receivables | | | 849 | | | 809 |
| | 2,942 | | | 3,342 | |
Less allowance for doubtful accounts | | | (297) | | | (297) |
Accounts receivable, net | | | $2,645 | | | $3,045 |
| | March 31, 2022 | | | December 31 2021 | |
Computer equipment | | | $268 | | | $225 |
Data warehouse | | | 286 | | | 256 |
Software | | | 196 | | | 196 |
| | 750 | | | 677 | |
Less accumulated depreciation and amortization | | | (255) | | | (197) |
Property and Equipment | | | $495 | | | $480 |
a. | If the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of November 8, 2021 as amended through by and among the Company, TCAC and the other parties thereto, occurs on or prior to the Maturity Date, then (i) the outstanding principal balance of the Convertible Notes shall become due and payable (and will be satisfied by the issuance to Holder of all shares of common stock at a rate of $10.00 per share; and (ii) all accrued and unpaid interest under the Convertible Notes shall become due and payable and shall be satisfied by dividing the outstanding unpaid accrued interest of the Convertible Notes, by $10.00. |
b. | If the SPAC Merger has not occurred on or prior to the Maturity Date, then, subject to Section 3(c), the outstanding principal balance and any unpaid accrued interest of the Convertible Notes shall automatically |
c. | If the Company issues any additional equity securities on or prior to the Maturity Date and conversion of the Convertible Notes (“Other Securities”), then Holder shall have the option, in lieu of conversion pursuant to Section 3(b), to convert the outstanding principal balance and any unpaid accrued interest of the Convertible Notes into a number of fully paid and non-assessable shares of such Other Securities of the Company, equal to the per share price of such Other Securities. |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Revenue | | | | | ||
Brand revenue | | | $189 | | | $132 |
Retail revenue | | | 6,175 | | | 5,077 |
Total Revenue | | | $6,364 | | | $5,209 |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Retail revenue | | | | | ||
United States | | | $5,956 | | | $5,077 |
Canada | | | 219 | | | 0 |
Brand revenue | | | | | ||
United States | | | 189 | | | 132 |
| | $6,364 | | | $5,209 |
| | March 31 2022 | | | December 31 2021 | |
Contract assets consisted of the following as of: | | | | | ||
Deferred sales commissions | | | $303 | | | $364 |
| | March 31 2022 | | | December 31 2021 | |
Contract liabilities consisted of the following as of: | | | | | ||
Deferred revenue retail | | | $231 | | | $231 |
Deferred set-up revenues | | | 110 | | | 101 |
Deferred revenue brands | | | 144 | | | 118 |
Contract liabilities | | | $485 | | | $450 |
| | March 31 2022 | | | December 31 2021 | |
The movement in the contract liabilities during each period comprised the following: | | | | | ||
Contract liabilities at start of the period | | | $450 | | | $560 |
Amounts invoiced during the period | | | 6,115 | | | 13,512 |
Less revenue recognized during the period | | | (6,080) | | | (13,622) |
Contract liabilities at end of the period | | | $485 | | | $450 |
| | March 31, 2021 | |
Fair value of shares | | | $135 |
Less: Post combination cost - restricted stocks | | | (85) |
Fair value of net shares | | | 50 |
Cash consideration | | | 132 |
Indemnity holdback | | | 23 |
Fair value of purchase consideration | | | $205 |
| | ||
Assets | | | $9 |
Goodwill | | | 0 |
Intangibles (Software) | | | 196 |
Fair value of assets | | | $205 |
| | Options Outstanding | | | Options Vested and Exercisable | ||||||||||
Fixed Options | | | Number of Options | | | Weighted Average Exercise Price (Per Share) | | | Number of Options | | | Weighted Average Remaining Contractual Life (Years) | | | Weighted Average Exercise Price (Per Share) |
Outstanding Balance, January 1, 2022 | | | 6,802,437 | | | $0.38 | | | 4,628,311 | | | 6.79 | | | $0.24 |
Options granted | | | 0 | | | $0 | | | | | | | |||
Options exercised | | | (34,791) | | | $0.19 | | | | | | | |||
Options forfeited | | | (18,334) | | | $0.75 | | | | | | | |||
Options cancelled | | | 0 | | | $0 | | | | | | | |||
Outstanding Balance, March 31, 2022 | | | 6,749,312 | | | $0.38 | | | 4,814,604 | | | 6.64 | | | $0.25 |
| | March 31, 2022 | | | December 31 2021 | |
Accounts receivable | | | $2,093 | | | $2,533 |
Unbilled receivables | | | 849 | | | 809 |
| | 2,942 | | | 3,342 | |
Less allowance for doubtful accounts | | | (297) | | | (297) |
Accounts receivable, net | | | $2,645 | | | $3,045 |
| | March 31, 2022 | | | December 31 2021 | |
Computer equipment | | | $268 | | | $225 |
Data warehouse | | | 286 | | | 256 |
Software | | | 196 | | | 196 |
| | 750 | | | 677 | |
Less accumulated depreciation and amortization | | | (255) | | | (197) |
Property and Equipment | | | $495 | | | $480 |
a. | If the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of November 8, 2021 as amended through by and among the Company, TCAC and the other parties thereto, occurs on or prior to the Maturity Date, then (i) the outstanding principal balance of the Convertible Notes shall become due and payable (and will be satisfied by the issuance to Holder of all shares of common stock at a rate of $10.00 per share; and (ii) all accrued and unpaid interest under the Convertible Notes shall become due and payable and shall be satisfied by dividing the outstanding unpaid accrued interest of the Convertible Notes, by $10.00. |
b. | If the SPAC Merger has not occurred on or prior to the Maturity Date, then, subject to Section 3(c), the outstanding principal balance and any unpaid accrued interest of the Convertible Notes shall automatically |
c. | If the Company issues any additional equity securities on or prior to the Maturity Date and conversion of the Convertible Notes (“Other Securities”), then Holder shall have the option, in lieu of conversion pursuant to Section 3(b), to convert the outstanding principal balance and any unpaid accrued interest of the Convertible Notes into a number of fully paid and non-assessable shares of such Other Securities of the Company, equal to the per share price of such Other Securities. |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Revenue | | | | | ||
Brand revenue | | | $189 | | | $132 |
Retail revenue | | | 6,175 | | | 5,077 |
Total Revenue | | | $6,364 | | | $5,209 |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Retail revenue | | | | | ||
United States | | | $5,956 | | | $5,077 |
Canada | | | 219 | | | 0 |
Brand revenue | | | | | ||
United States | | | 189 | | | 132 |
| | $6,364 | | | $5,209 |
| | March 31 2022 | | | December 31 2021 | |
Contract assets consisted of the following as of: | | | | | ||
Deferred sales commissions | | | $303 | | | $364 |
| | March 31 2022 | | | December 31 2021 | |
Contract liabilities consisted of the following as of: | | | | | ||
Deferred revenue retail | | | $231 | | | $231 |
Deferred set-up revenues | | | 110 | | | 101 |
Deferred revenue brands | | | 144 | | | 118 |
Contract liabilities | | | $485 | | | $450 |
| | March 31 2022 | | | December 31 2021 | |
The movement in the contract liabilities during each period comprised the following: | | | | | ||
Contract liabilities at start of the period | | | $450 | | | $560 |
Amounts invoiced during the period | | | 6,115 | | | 13,512 |
Less revenue recognized during the period | | | (6,080) | | | (13,622) |
Contract liabilities at end of the period | | | $485 | | | $450 |
| | March 31, 2021 | |
Fair value of shares | | | $135 |
Less: Post combination cost - restricted stocks | | | (85) |
Fair value of net shares | | | 50 |
Cash consideration | | | 132 |
Indemnity holdback | | | 23 |
Fair value of purchase consideration | | | $205 |
| | ||
Assets | | | $9 |
Goodwill | | | 0 |
Intangibles (Software) | | | 196 |
Fair value of assets | | | $205 |
| | Options Outstanding | | | Options Vested and Exercisable | ||||||||||
Fixed Options | | | Number of Options | | | Weighted Average Exercise Price (Per Share) | | | Number of Options | | | Weighted Average Remaining Contractual Life (Years) | | | Weighted Average Exercise Price (Per Share) |
Outstanding Balance, January 1, 2022 | | | 6,802,437 | | | $0.38 | | | 4,628,311 | | | 6.79 | | | $0.24 |
Options granted | | | 0 | | | $0 | | | | | | | |||
Options exercised | | | (34,791) | | | $0.19 | | | | | | | |||
Options forfeited | | | (18,334) | | | $0.75 | | | | | | | |||
Options cancelled | | | 0 | | | $0 | | | | | | | |||
Outstanding Balance, March 31, 2022 | | | 6,749,312 | | | $0.38 | | | 4,814,604 | | | 6.64 | | | $0.25 |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Loss per share: | | | | | ||
Numerator: | | | | | ||
Net loss | | | $(2,866) | | | $(1,118) |
| | | | |||
Denominator | | | | | ||
Weighted-average common shares outstanding - basic and diluted | | | 13,571,872 | | | 13,319,512 |
Basic and diluted loss per common share | | | $(0.21) | | | $(0.08) |
| | March 31 | ||||
| | 2022 | | | 2021 | |
Shares subject to Series A Preferred Stock Conversion | | | 5,088,944 | | | 5,088,944 |
Shares subject to Series B Preferred Stock Conversion | | | 4,584,202 | | | 4,584,202 |
Shares subject to Seed Preferred Stock Conversion | | | 6,911,715 | | | 6,911,715 |
Shares subject to 15% Convertible Promissory Notes Conversion | | | 708,918 | | | 0 |
Shares vested and subject to exercise of stock options | | | 4,814,604 | | | 4,020,032 |
Shares unvested and subject to exercise of stock options | | | 1,934,708 | | | 2,099,238 |
| | March 31 2022 | | | December 31 2021 | |
Deferred tax assets: | | | | | ||
Accrued expenses and other liabilities | | | $76 | | | $76 |
Property and equipment, net | | | 0 | | | 0 |
Net operating loss | | | 4,115 | | | 3,402 |
Stock based compensation | | | 147 | | | 132 |
Total gross deferred tax assets | | | 4,338 | | | 3,610 |
Less: valuation allowance | | | (4,050) | | | (3,385) |
Total deferred tax assets | | | 288 | | | 225 |
Deferred tax liabilities: | | | | | ||
Prepaid expenses and other assets | | | (214) | | | (191.00) |
Property and equipment, net | | | (74) | | | (34.00) |
Total deferred tax liabilities | | | (288) | | | (225) |
Net deferred income tax asset (liability) | | | $0 | | | $0 |
| | 2021 | | | 2020 | |
| | (In thousands except share data) | ||||
ASSETS | | | | | ||
Assets | | | | | ||
Current assets: | | | | | ||
Cash and cash equivalents | | | $2,227 | | | $10,447 |
Accounts receivable, net | | | 3,045 | | | 1,141 |
Related party receivable | | | 0 | | | 77 |
Contract assets | | | 364 | | | 266 |
Prepaid expenses and other current assets | | | 843 | | | 123 |
Total current assets | | | 6,479 | | | 12,054 |
Property and equipment, net | | | 480 | | | 205 |
Deposits | | | 84 | | | 64 |
Total assets | | | $7,043 | | | $12,323 |
| | | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | ||
Liabilities | | | | | ||
Current liabilities: | | | | | ||
Accounts payable | | | $412 | | | $861 |
Related party payable | | | 5 | | | 56 |
Accrued wages and commissions | | | 805 | | | 360 |
Accrued expenses | | | 855 | | | 140 |
Other liabilities | | | 57 | | | 39 |
PPP loan payable, current portion | | | 0 | | | 521 |
Contract liabilities | | | 450 | | | 560 |
Total current liabilities | | | 2,584 | | | 2,537 |
PPP loan payable, net of current portion | | | 0 | | | 260 |
Total liabilities | | | $2,584 | | | $2,797 |
| | | | |||
Commitments and Contingencies | | | 0 | | | 0 |
| | | | |||
Stockholders’ Equity: | | | | | ||
Series B Preferred (par value $0.001 per shares, 4,584,202 authorized, issued and outstanding at December 31, 2021 and 2020) | | | $5 | | | $5 |
Series A Preferred (par value $0.001 per shares, 5,088,944 authorized, issued and outstanding at December 31, 2021 and 2020) | | | 5 | | | 5 |
Series Seed Preferred (par value $0.001 per shares, 6,911,715 authorized, issued and outstanding at December 31, 2021 and 2020) | | | 7 | | | 7 |
Common stock (par value $0.001 per shares, 38,395,870 authorized at December 31, 2021 and 2020; 13,541,324 and 13,200,875 issued and outstanding as of December 31, 2021 and 2020) | | | 14 | | | 14 |
Additional paid-in-capital | | | 17,653 | | | 16,970 |
Accumulated deficit | | | (13,225) | | | (7,475) |
Total stockholders’ equity | | | 4,459 | | | 9,526 |
Total liabilities and stockholders’ equity | | | $7,043 | | | $12,323 |
| | 2021 | | | 2020 | |
| | (In thousands, except share and per share data) | ||||
Revenues | | | $24,024 | | | $15,183 |
Cost of revenues | | | 6,929 | | | 4,978 |
Gross Profit | | | 17,095 | | | 10,205 |
Operating expenses | | | | | ||
Selling, servicing and marketing | | | 10,185 | | | 4,843 |
Technology and software development | | | 8,410 | | | 4,391 |
General and administrative | | | 5,032 | | | 2,572 |
| | 23,627 | | | 11,806 | |
| | | | |||
Loss from operations | | | (6,532) | | | (1,601) |
Interest income | | | 3 | | | 3 |
Forgiveness of PPP loan | | | 781 | | | 0 |
Loss before provision for income taxes | | | (5,748) | | | (1,598) |
Provision for income taxes | | | 2 | | | 0 |
Net loss | | | $(5,750) | | | $(1,598) |
Net loss per common share: | | | | | ||
Basic and diluted | | | $(0.43) | | | $(0.11) |
Weighted-average common shares outstanding - basic and diluted | | | 13,385,267 | | | 14,047,342 |
| | Series B Preferred | | | Series A Preferred | | | Series Seed Preferred | | | Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total | |||||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance - January 1, 2020 | | | 0 | | | $0 | | | 5,089 | | | $5 | | | 6,912 | | | $7 | | | 14,614 | | | $15 | | | $8,551 | | | $(5,877) | | | $2,701 |
Stock-based compensation | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 179 | | | 0 | | | 179 |
Exercise of stock options | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 33 | | | 0 | | | 12 | | | 0 | | | 12 |
Redemption of common stock | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | (1,447) | | | (1) | | | (3,267) | | | 0 | | | (3,268) |
Issuance of Series B preferred stock | | | 4,584 | | | 5 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 11,495 | | | 0 | | | 11,500 |
Net loss | | | — | | | 0 | | | — | | | 0 | | | — | | | 0 | | | — | | | 0 | | | 0 | | | (1,598) | | | (1,598) |
Balance - December 31, 2020 | | | 4,584 | | | $5 | | | 5,089 | | | $5 | | | 6,912 | | | $7 | | | 13,200 | | | $14 | | | $16,970 | | | $(7,475) | | | $9,526 |
| | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Stock-based compensation | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 114 | | | 0 | | | 595 | | | 0 | | | 595 |
Exercise of stock options | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 160 | | | 0 | | | 38 | | | 0 | | | 38 |
Issuance of common stock | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 67 | | | 0 | | | 50 | | | 0 | | | 50 |
Net loss | | | — | | | 0 | | | — | | | 0 | | | — | | | 0 | | | — | | | 0 | | | 0 | | | (5,750) | | | (5,750) |
Balance - December 31, 2021 | | | 4,584 | | | $5 | | | 5,089 | | | $5 | | | 6,912 | | | $7 | | | 13,541 | | | $14 | | | $17,653 | | | $(13,225) | | | $4,459 |
| | 2021 | | | 2020 | |
| | (In thousands) | ||||
Cash flows from operating activities: | | | | | ||
Net loss | | | $(5,750) | | | $(1,598) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Depreciation and amortization | | | 173 | | | 19 |
Stock-based compensation expense | | | 595 | | | 179 |
Forgiveness of PPP loan | | | (781) | | | 0 |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (1,903) | | | (323) |
Related party receivable | | | 77 | | | (43) |
Prepaid expenses and other current assets | | | (720) | | | (80) |
Contract assets | | | (98) | | | (107) |
Deposits and other assets | | | (20) | | | (22) |
Accounts payable and other liabilities | | | 704 | | | 721 |
Related party payable | | | (51) | | | 11 |
Contract liabilities | | | (110) | | | 237 |
Net cash used in operating activities | | | (7,884) | | | (1,006) |
Cash flows from investing activities: | | | | | ||
Business combination, net of cash acquired | | | (122) | | | 0 |
Purchases of property and equipment | | | (252) | | | (195) |
Net cash used in investing activities | | | (374) | | | (195) |
Cash flows from financing activities: | | | | | ||
Proceeds from PPP loan | | | 0 | | | 781 |
Proceeds from issuance of common stock | | | 0 | | | 11,500 |
Repurchase of common stock | | | 0 | | | (3,268) |
Proceeds from exercise of stock options, net | | | 38 | | | 12 |
Net cash provided by financing activities | | | 38 | | | 9,025 |
Net (decrease) increase in cash and cash equivalents | | | (8,220) | | | 7,824 |
Cash and cash equivalents at beginning of year | | | 10,447 | | | 2,623 |
Cash and cash equivalents at end of year | | | $2,227 | | | $10,447 |
| | | | |||
Supplemental disclosure of non-cash financing activities | | | | | ||
Issue of common stock for business combination | | | $50 | | | $0 |
Indemnity holdback for business combination | | | $23 | | | $0 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Accounts receivable | | | $2,533 | | | $1,027 |
Unbilled receivables | | | 809 | | | 264 |
| | 3,342 | | | 1,291 | |
Less allowance for doubtful accounts | | | (297) | | | (150) |
Accounts receivable, net | | | $3,045 | | | $1,141 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Computer equipment | | | $225 | | | $83 |
Data warehouse | | | 256 | | | 145 |
Software | | | 196 | | | 0 |
| | 677 | | | 228 | |
Less accumulated depreciation and amortization | | | (197) | | | (23) |
Property and Equipment | | | $480 | | | $205 |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Revenue | | | | | ||
Brand revenue | | | $654 | | | $241 |
Retail revenue | | | 23,370 | | | 14,942 |
Total Revenue | | | $24,024 | | | $15,183 |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Retail revenue | | | | | ||
United States | | | $23,180 | | | $14,942 |
Canada | | | 190 | | | 0 |
Brand revenue | | | | | ||
United States | | | 654 | | | 241 |
| | $24,024 | | | $15,183 |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Deferred sales commissions | | | $364 | | | $266 |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Deferred revenue retail | | | $231 | | | $468 |
Deferred set-up revenues | | | 101 | | | 92 |
Deferred brands | | | 118 | | | 0 |
Contract liabilities | | | $450 | | | $560 |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Contract liabilities at start of the year | | | $560 | | | $323 |
Amounts invoiced during the year | | | 13,512 | | | 8,970 |
Less revenue recognized during the year | | | (13,622) | | | (8,733) |
Contract liabilities at end of the year | | | $450 | | | $560 |
| | December 31, 2021 | |
Fair value of shares | | | $135 |
Less: Post combination cost - restricted stocks | | | (85) |
Fair value of net shares | | | 50 |
Cash consideration | | | 132 |
Indemnity holdback | | | 23 |
Fair value of purchase consideration | | | 205 |
Cash | | | $9 |
Goodwill | | | 0 |
Intangibles (Software) | | | 196 |
Fair value of assets | | | $205 |
| | Options Outstanding | | | Options Vested and Exercisable | ||||||||||
Fixed Options | | | Number of Options | | | Weighted Average Exercise Price (Per Share) | | | Number of Options | | | Weighted Average Remaining Contractual Life (Years) | | | Weighted Average Exercise Price (Per Share) |
Outstanding Balance, January 1, 2020 | | | 4,597,500 | | | $0.19 | | | 2,970,724 | | | 8.48 | | | $0.17 |
Options granted | | | 1,575,000 | | | $0.68 | | | | | | | |||
Options exercised | | | (33,436) | | | $0.37 | | | | | | | |||
Options forfeited | | | (56,668) | | | $0.33 | | | | | | | |||
Options cancelled | | | (41,353) | | | $0.39 | | | | | | | |||
Outstanding Balance, December 31, 2020 | | | 6,041,043 | | | $0.31 | | | 3,838,429 | | | 7.62 | | | $0.19 |
| | | | | | | | | | ||||||
Options granted | | | 1,173,500 | | | $ 0.75 | | | | | | | |||
Options exercised | | | (159,477) | | | $0.24 | | | | | | | |||
Options forfeited | | | (237,528) | | | $0.66 | | | | | | | |||
Options cancelled | | | (15,101) | | | $0.54 | | | | | | | |||
Outstanding Balance, December 31, 2021 | | | 6,802,437 | | | $0.38 | | | 4,628,311 | | | 6.79 | | | $ 0.24 |
| | Options Outstanding | | | Options Vested and Exercisable | |||||||
| | (In thousands except share data) | | | (In thousands except share data) | |||||||
Fixed Options | | | Number of Options | | | Aggregate Intrinsic Value | | | Number of Options | | | Aggregate Intrinsic Value |
January 1, 2020 | | | 4,597,500 | | | $1,162 | | | 2,970,724 | | | $812 |
December 31, 2020 | | | 6,041,043 | | | $2,649 | | | 3,838,429 | | | $2,146 |
December 31, 2021 | | | 6,802,437 | | | $24,761 | | | 4,628,311 | | | $18,652 |
| | 2021 | | | 2020 | |
Risk-free rate | | | 1.07% | | | 0.79% |
Expected life (years) | | | 6.06 | | | 5.76 |
Expected volatility | | | 52.72% | | | 52.53% |
Expected dividend yield | | | 0% | | | 0% |
December 31 | | | Amount |
2022 | | | $471 |
2023 | | | 363 |
2024 | | | 264 |
| | $1,098 |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Loss per share: | | | | | ||
Numerator: | | | | | ||
Net loss | | | $(5,750) | | | $(1,598) |
| | | | |||
Denominator | | | | | ||
Weighted-average common shares outstanding - basic and diluted | | | 13,385,267 | | | 14,047,342 |
________ | ________ | |||||
Basic and diluted loss per common share | | | $(0.43) | | | $(0.11) |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Shares subject to Series A Preferred Stock Conversion | | | 5,088,944 | | | 5,088,944 |
Shares subject to Series B Preferred Stock Conversion | | | 4,584,202 | | | 4,584,202 |
Shares subject to Seed Preferred Stock Conversion | | | 6,911,715 | | | 6,911,715 |
Shares vested and subject to exercise of stock options | | | 4,628,311 | | | 3,838,429 |
Shares unvested and subject to exercise of stock options | | | 2,174,126 | | | 2,202,614 |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Provision (benefit) for income taxes | | | | | ||
Current | | |||||
Federal | | | $0 | | | $0 |
State | | | 1 | | | 0 |
International | | | 1 | | | 0 |
| | $2 | | | $0 |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Loss from operations | | | | | ||
U.S. | | | (4,980) | | | (1,598) |
Foreign | | | (768) | | | 0 |
| | $(5,748) | | | $(1,598) |
| | December 31, 2021 | | | December 31, 2020 | |||||||
| | Amount | | | Rate | | | Amount | | | Rate | |
U.S. federal income tax provision (benefit) at statutory rate | | | $(1,207) | | | 21% | | | $(336) | | | 21% |
Increase (decrease) in taxes resulting from: | | | | | | | | | ||||
State income tax expense | | | 1 | | | 0% | | | 0 | | | 0% |
Foreign income and losses taxed at different rates | | | (51) | | | 1% | | | 0 | | | 0% |
Change in valuation allowance | | | 1,620 | | | (28)% | | | 401 | | | (25)% |
Paycheck protection program forgiveness | | | (165) | | | 3% | | | 0 | | | 0% |
Non-deductible or non-taxable items | | | (194) | | | 3% | | | (65) | | | 4% |
Effect of income tax rate changes on deferred items | | | (2) | | | 0% | | | 0 | | | 0% |
Provision (benefit) for income taxes | | | $2 | | | 0% | | | $0 | | | 0% |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Deferred tax assets: | | | | | ||
Accrued expenses and other liabilities | | | 76 | | | 42 |
Property and equipment, net | | | 0 | | | 112 |
Net operating loss | | | 3,402 | | | 1,464 |
Stock-based compensation | | | 132 | | | 147 |
Total gross deferred tax assets | | | 3,610 | | | 1,765 |
Less: valuation allowance | | | (3,385) | | | (1,765) |
Total deferred tax assets | | | 225 | | | 0 |
Deferred tax liabilities: | | | | | ||
Prepaid expenses and other assets | | | (191) | | | 0 |
Property and equipment, net | | | (34) | | | 0 |
Total deferred tax liabilities | | | (225) | | | 0 |
Net deferred income tax asset (liability) | | | 0 | | | 0 |
| | March 31, 2022 | | | December 31, 2021 | |
| | (unaudited) | | | ||
ASSETS | | | | | ||
Current assets | | | | | ||
Cash | | | $416,588 | | | $621,472 |
Prepaid expenses | | | 249,694 | | | 259,939 |
Total Current Assets | | | 666,282 | | | 881,411 |
| | | | |||
Deferred offering costs | | | — | | | — |
Investments held in Trust Account | | | 200,038,604 | | | 200,035,810 |
TOTAL ASSETS | | | $200,704,886 | | | $200,917,221 |
| | | | |||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | | | | ||
Current liabilities | | | | | ||
Accounts payable and accrued expenses | | | $2,252,110 | | | $1,555,405 |
Accrued offering costs | | | 108,000 | | | 108,000 |
Total Current Liabilities | | | 2,360,110 | | | 1,663,405 |
| | | | |||
Warrant Liabilities | | | 5,278,400 | | | 9,440,000 |
Deferred underwriting fee payable | | | 7,000,000 | | | 7,000,000 |
Total Liabilities | | | 14,638,510 | | | 18,103,405 |
| | | | |||
Commitments and Contingencies | | | | | ||
| | | | |||
Class A ordinary shares subject to possible redemption 20,000,000 shares at $10.00 per share at March 31, 2022 and December 31, 2021 | | | 200,000,000 | | | 200,000,000 |
| | | | |||
Shareholders’ Deficit | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2022 and December 31, 2021 | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, -0- shares issued and outstanding at March 31, 2022 and December 31, 2021 (excluding 20,000,000 Class A ordinary shares subject to possible redemption) | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 | | | 500 | | | 500 |
Additional paid-in capital | | | — | | | — |
Accumulated deficit | | | (13,934,124) | | | (17,186,684) |
Total Shareholder’s Deficit | | | (13,933,624) | | | (17,186,184) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | | $200,704,886 | | | $200,917,221 |
| | For the Three Months Ended March 31, | ||||
| | 2022 | | | 2021 | |
Operating and formation costs | | | $911,834 | | | $95,578 |
Loss from operations | | | (911,834) | | | (95,578) |
| | | | |||
Other income (expense): | | | | | ||
Change in fair value of warrant liabilities | | | 4,161,600 | | | 1,280,000 |
Transaction costs allocated to warrant liabilities | | | — | | | (853,386) |
Compensation expense | | | — | | | (2,400,000) |
Interest earned on investments securities held in Trust Account | | | 2,794 | | | 5,788 |
Other income (expense), net | | | 4,164,394 | | | (1,967,598) |
| | | | |||
Net income (loss) | | | $3,252,560 | | | $(2,063,176) |
| | | | |||
Basic weighted average shares outstanding, Class A ordinary shares | | | 20,000,000 | | | 9,333,333 |
| | | | |||
Basic net income (loss) per share, Class A ordinary shares | | | $0.13 | | | $(0.15) |
| | | | |||
Basic weighted average shares outstanding, Class B ordinary shares | | | 5,000,000 | | | 4,666,667 |
| | | | |||
Basic net income (loss) per share, Class B ordinary shares | | | $0.13 | | | $(0.15) |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance – December 31, 2021 | | | 5,000,000 | | | $500 | | | $— | | | $(17,186,684) | | | $(17,186,184) |
| | | | | | | | | | ||||||
Net income | | | — | | | — | | | — | | | 3,252,560 | | | 3,252,560 |
| | | | | | | | | | ||||||
Balance – March 31, 2022 | | | 5,000,000 | | | $500 | | | $— | | | $(13,934,124) | | | $(13,933,624) |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance – December 31, 2020 | | | 5,031,250 | | | $503 | | | $24,497 | | | $(5,064) | | | $19,936 |
| | | | | | | | | | ||||||
Forfeiture of Founder Shares | | | (31,250) | | | (3) | | | — | | | 3 | | | — |
| | | | | | | | | | ||||||
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | (24,497) | | | (24,888,973) | | | (24,913,470) |
| | | | | | | | | | ||||||
Net loss | | | — | | | — | | | — | | | (2,063,176) | | | (2,063,176) |
| | | | | | | | | | ||||||
Balance – March 31, 2021 | | | 5,000,000 | | | $500 | | | $— | | | $(26,957,210) | | | $(26,956,710) |
| | For the Three Months Ended March 31, | ||||
| | 2022 | | | 2021 | |
Cash Flows from Operating Activities: | | | | | ||
Net income (loss) | | | $3,252,560 | | | $(2,063,176) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | ||
Interest earned on investments securities held in Trust Account | | | (2,794) | | | (5,788) |
Change in fair value of warrant liabilities | | | (4,161,600) | | | (1,280,000) |
Transaction costs allocated to warrants | | | — | | | 853,386 |
Compensation expense | | | — | | | 2,400,000 |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses and other current assets | | | 10,245 | | | (495,423) |
Accounts payable and accrued expenses | | | 696,705 | | | 43,964 |
Net cash used in operating activities | | | (204,884) | | | (547,037) |
| | | | |||
Cash Flows from Investing Activities: | | | | | ||
Investment of cash in Trust Account | | | — | | | (200,000,000) |
Net cash used in investing activities | | | — | | | (200,000,000) |
| | | | |||
Cash Flows from Financing Activities: | | | | | ||
Proceeds from sale of Units, net of underwriting discounts paid | | | — | | | 196,000,000 |
Proceeds from sale of Private Placements Warrants | | | — | | | 6,000,000 |
Proceeds from promissory note – related party | | | — | | | — |
Repayment of promissory note – related party | | | — | | | (250,000) |
Payment of offering costs | | | — | | | (574,672) |
Net cash provided by financing activities | | | — | | | 201,175,328 |
| | | | |||
Net Change in Cash | | | (204,884) | | | 628,291 |
Cash – Beginning of period | | | 621,472 | | | 185,752 |
Cash – End of period | | | $416,588 | | | $814,043 |
| | | | |||
Non-Cash investing and financing activities: | | | | | ||
Offering costs included in accrued offering costs | | | $108,000 | | | $108,000 |
Deferred underwriting fee payable | | | $— | | | $7,000,000 |
Gross proceeds | | | $200,000,000 |
Less: | | | |
Proceeds allocated to Public Warrants | | | (14,000,000) |
Class A ordinary shares issuance costs | | | (10,913,470) |
Plus: | | | |
Accretion of carrying value to redemption value | | | 24,913,470 |
Class A ordinary shares subject to possible redemption | | | $200,000,000 |
| | For the Three Months Ended March 31, | ||||||||||
| | 2022 | | | 2021 | |||||||
| | Class A | | | Class B | | | Class A | | | Class B | |
Basic net income (loss) per ordinary share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income (loss), as adjusted | | | $2,602,048 | | | $650,512 | | | $(1,375,451) | | | $(687,725) |
Denominator: | | | | | | | | | ||||
Basic weighted average shares outstanding | | | 20,000,000 | | | 5,000,000 | | | 9,333,333 | | | 4,666,667 |
Basic net income (loss) per ordinary share | | | $0.13 | | | $0.13 | | | $(0.15) | | | $(0.15) |
(a) | Upon the closing of any Financing (which is contemplated to fund and close concurrently with the closing of the Business Combination), the Company shall pay to CF&CO a non-refundable cash fee equal to 4% of the aggregate maximum gross proceeds received or receivable in connection with such Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued on the closing date of the Equity Financing. |
(b) | In no event shall the aggregate amount of the fees payable to CF&CO pursuant to this section 3 be less than $1,500,000. |
(c) | The fees payable pursuant to this section 3 shall be in addition to any other fees that the Company may be required to pay directly to any prospective investor to secure its financing commitment. |
(d) | For the avoidance of doubt, if the structure of a Financing contemplates multiple issuances, financing availability that is contingent upon the occurrence of some future event or any other delayed consideration structure, such Financing shall be considered a single Financing, and not multiple Financings, and all fees payable pursuant to this section 3 for such Financing shall be payable in full on the closing date of such Financing. |
(e) | All fees payable hereunder will be payable in U.S. dollars in immediately available funds to CF&CO for its own account, or as directed by it, free and clear of and without deduction for any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes) and will not be subject to reduction by way of setoff or counterclaim. Once paid, no fee will be refundable under any circumstances. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description | | | Level | | | March 31, 2022 | | | December 31, 2021 |
Assets: | | | | | | | |||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | | | 1 | | | $200,038,604 | | | $200,035,810 |
| | | | | | ||||
Liabilities: | | | | | | | |||
Warrant Liability – Public Warrants | | | 1 | | | $3,299,000 | | | $5,900,000 |
Warrant Liability – Private Placement Warrants | | | 2 | | | $1,979,400 | | | $3,540,000 |
| | Private Placement | | | Public | | | Warrant Liabilities | |
Fair value as of January 1, 2021 | | | $— | | | $— | | | $— |
Initial measurement on February 17, 2021 | | | 8,400,000 | | | 14,000,000 | | | 22,400,000 |
Change in fair value | | | (480,000) | | | (800,000) | | | (1,280,000) |
Fair value as of March 31, 2021 | | | $7,920,000 | | | $13,200,000 | | | $21,120,000 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash | | | $621,472 | | | $185,752 |
Prepaid expenses | | | 259,939 | | | — |
Total Current Assets | | | 881,411 | | | 185,752 |
| | | | |||
Deferred offering costs | | | — | | | 417,083 |
Investments held in Trust Account | | | 200,035,810 | | | — |
TOTAL ASSETS | | | $200,917,221 | | | $602,835 |
| | | | |||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT) | | | | | ||
Current liabilities | | | | | ||
Accounts payable and accrued expenses | | | $1,555,405 | | | $— |
Accrued offering costs | | | 108,000 | | | 332,899 |
Promissory note – related party | | | — | | | 250,000 |
Total Current Liabilities | | | 1,663,405 | | | 582,899 |
| | | | |||
Warrant Liabilities | | | 9,440,000 | | | — |
Deferred underwriting fee payable | | | 7,000,000 | | | — |
Total Liabilities | | | 18,103,405 | | | 582,899 |
| | | | |||
Commitments and Contingencies | | | | | ||
Class A ordinary shares subject to possible redemption 20,000,000 and no shares at $10.00 per share at December 31, 2021 and 2020, respectively | | | 200,000,000 | | | — |
| | | | |||
Shareholders’ Equity (Deficit) | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | — | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized -0- shares issued and outstanding at December 31, 2021 and 2020 | | | — | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 and 5,031,250 (1) shares issued and outstanding at December 31, 2021 and 2020, respectively | | | 500 | | | 503 |
Additional paid-in capital | | | — | | | 24,497 |
Accumulated deficit | | | (17,186,684) | | | (5,064) |
Total Shareholder’s Equity (Deficit) | | | (17,186,184) | | | 19,936 |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT) | | | $200,917,221 | | | $602,835 |
(1) | Excludes an aggregate of up to 656,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 26, 2021, the Sponsor returned 1,437,500 Class B ordinary shares to the Company, which were canceled, and on February 11, 2021 the Company effected a share capitalization pursuant to which an additional 718,750 Founder Shares were issued resulting in an aggregate of 5,031,250 Class B ordinary shares outstanding (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share cancellation. |
| | Year Ended December 31, 2021 | | | Period from January 24, 2020 (Inception) through December 31, 2020 | |
Operating and formation costs | | | $2,035,074 | | | $5,064 |
Loss from operations | | | (2,035,074) | | | (5,064) |
| | | | |||
Other income (expense): | | | | | ||
Change in fair value of warrant liabilities | | | 12,960,000 | | | — |
Transaction costs allocated to warrant liabilities | | | (853,386) | | | — |
Compensation expense | | | (2,400,000) | | | — |
Interest earned on investments held in Trust Account | | | 35,810 | | | — |
Other income (expense), net | | | 9,742,424 | | | — |
| | | | |||
Net income (loss) | | | $7,707,350 | | | $(5,064) |
| | | ||||
Basic weighted average shares outstanding, Class A ordinary shares | | | 17,369,863 | | | — |
| | | | |||
Basic net income per share, Class A ordinary shares | | | $0.35 | | | $— |
| | | | |||
Basic weighted average shares outstanding, Class B ordinary shares | | | 4,917,808 | | | 4,375,000 |
| | | | |||
Basic net income per share, Class B ordinary shares | | | $0.35 | | | $— |
| | | | |||
Diluted weighted average shares outstanding, Class B ordinary shares | | | 5,000,000 | | | 4,375,000 |
| | | | |||
Diluted net income per share, Class B ordinary shares | | | $0.34 | | | $— |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Equity (Deficit) | ||||
| | Shares | | | Amount | | |||||||||
Balance – January 24, 2020 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
| | | | | |||||||||||
Issuance of Class B ordinary shares to Sponsor | | | 5,031,250 | | | 503 | | | 24,497 | | | — | | | 25,000 |
| | | | | |||||||||||
Net loss | | | — | | | — | | | — | | | (5,064) | | | (5,064) |
| | | | | |||||||||||
Balance – December 31, 2020 | | | 5,031,250 | | | 503 | | | 24,497 | | | (5,064) | | | 19,936 |
| | | | | |||||||||||
Forfeiture of Founder Shares | | | (31,250) | | | (3) | | | — | | | 3 | | | — |
| | | | | |||||||||||
Accretion for Class A ordinary shares to redemption amount | | | — | | | — | | | (24,497) | | | (24,888,973) | | | (24,913,470) |
| | | | | |||||||||||
Net income | | | — | | | — | | | — | | | 7,707,350 | | | 7,707,350 |
| | | | | |||||||||||
Balance – December 31, 2021 | | | 5,000,000 | | | $500 | | | $— | | | $(17,186,684) | | | $(17,186,184) |
| | Year Ended December 31, 2021 | | | Period from January 24, 2020 (Inception) through December 31, 2020 | |
Cash Flows from Operating Activities: | | | | | ||
Net income (loss) | | | $7,707,350 | | | $(5,064) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | ||
Formation cost paid by Sponsor in exchange for issuance of founder shares | | | — | | | 5,000 |
Interest earned on investments securities held in Trust Account | | | (35,810) | | | — |
Change in fair value of warrants | | | (12,960,000) | | | — |
Transaction costs allocated to warrants | | | 853,386 | | | — |
Compensation expense | | | 2,400,000 | | | |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses and other current assets | | | (259,939) | | | — |
Accounts payable and accrued expenses | | | 1,555,405 | | | — |
Net cash used in operating activities | | | (739,608) | | | (64) |
| | | | |||
Cash Flows from Investing Activities: | | | | | ||
Investment of cash in Trust Account | | | (200,000,000) | | | — |
Net cash used in investing activities | | | (200,000,000) | | | — |
| | | | |||
Cash Flows from Financing Activities: | | | | | ||
Proceeds from issuance of Class B ordinary shares to Sponsor | | | 196,000,000 | | | 25,000 |
Proceeds from sale of Private Placements Warrants | | | 6,000,000 | | | — |
Proceeds from promissory note – related party | | | — | | | 210,000 |
Repayment of promissory note – related party | | | (250,000) | | | — |
Payment of offering costs | | | (574,672) | | | (49,184) |
Net cash provided by financing activities | | | 201,175,328 | | | 185,816 |
| | | | |||
Net Change in Cash | | | 435,720 | | | 185,752 |
Cash – Beginning of period | | | 185,752 | | | — |
Cash – End of period | | | $621,472 | | | $185,752 |
| | | | |||
Non-Cash investing and financing activities: | | | | | ||
Offering costs included in accrued offering costs | | | $108,000 | | | $332,899 |
Offering costs paid through promissory note | | | $— | | | $35,000 |
Deferred underwriting fee payable | | | $7,000,000 | | | $— |
Gross proceeds | | | $200,000,000 |
Less: | | | |
Proceeds allocated to Public Warrants | | | (14,000,000) |
Class A ordinary shares issuance costs | | | (10,913,470) |
Plus: | | | |
Accretion of carrying value to redemption value | | | 24,913,470 |
Class A ordinary shares subject to possible redemption | | | $200,000,000 |
| | Year Ended December 31, 2021 | | | Period from January 24, 2020 (Inception) through December 31, 2020 | |||||||
| | Class A | | | Class B | | | Class A | | | Class B | |
Basic net income (loss) per ordinary share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income (loss), as adjusted | | | $6,006,712 | | | $1,700,638 | | | $— | | | $(5,064) |
Denominator: | | | | | | | | | ||||
Basic weighted average shares outstanding | | | 17,369,863 | | | 4,917,808 | | | — | | | 4,375,000 |
Basic net income per ordinary share | | | $0.35 | | | $0.35 | | | $— | | | $— |
| | | | | | | | |||||
Diluted net income (loss) per ordinary share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income (loss), as adjusted | | | $5,984,642 | | | $1,722,708 | | | $— | | | $(5,064) |
Denominator: | | | | | | | | | ||||
Diluted weighted average shares outstanding | | | 17,369,863 | | | 5,000,000 | | | — | | | 4,375,000 |
Diluted net income per ordinary share | | | $0.34 | | | $0.34 | | | $— | | | $— |
(a) | Upon the closing of any Financing (which is contemplated to fund and close concurrently with the closing of the Business Combination), the Company shall pay to Cantor a non-refundable cash fee equal to 4% of the aggregate maximum gross proceeds received or receivable in connection with such Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued on the closing date of the Equity Financing. |
(b) | In no event shall the aggregate amount of the fees payable to Cantor pursuant to this section 3 be less than $1,500,000. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description | | | Level | | | December 31, 2021 | | | December 31, 2020 |
Assets: | | | | | | | |||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | | | 1 | | | $200,035,810 | | | $— |
| | | | | | ||||
Liabilities: | | | | | | | |||
Warrant Liability – Public Warrants | | | 1 | | | $5,900,000 | | | $— |
Warrant Liability – Private Placement Warrants | | | 2 | | | $3,540,000 | | | $— |
| | At February 17, 2021 (Initial Measurement) | |
Stock price | | | $10.00 |
Strike price | | | $11.50 |
Term (in years) | | | 5.0 |
Volatility | | | 25.0% |
Risk-free rate | | | 0.85% |
Dividend yield | | | 0.0% |
| | Private Placement | | | Public | | | Warrant Liabilities | |
Fair value as of January 1, 2021 | | | $— | | | $— | | | $— |
Initial measurement on February 17, 2021 | | | 8,400,000 | | | 14,000,000 | | | 22,400,000 |
Change in fair value | | | (1,500,000) | | | (2,500,000) | | | (4,000,000) |
Fair value as of June 30, 2021 | | | $6,900,000 | | | $11,500,000 | | | $18,400,000 |
Transfers to Level 1 | | | — | | | 11,500,000 | | | 11,500,000 |
Transfers to Level 2 | | | 6,900,000 | | | — | | | 6,900,000 |
Fair value as of December 31, 2021 | | | $— | | | $— | | | $— |
(a) | Upon the closing of any Financing (which is contemplated to fund and close concurrently with the closing of the Business Combination), the Company shall pay to CF&CO a non-refundable cash fee equal to 4% of the aggregate maximum gross proceeds received or receivable in connection with such Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued on the closing date of the Equity Financing. |
(b) | In no event shall the aggregate amount of the fees payable to CF&CO pursuant to this section 3 be less than $1,500,000. |
(c) | The fees payable pursuant to this section 3 shall be in addition to any other fees that the Company may be required to pay directly to any prospective investor to secure its financing commitment. |
(d) | For the avoidance of doubt, if the structure of a Financing contemplates multiple issuances, financing availability that is contingent upon the occurrence of some future event or any other delayed consideration structure, such Financing shall be considered a single Financing, and not multiple Financings, and all fees payable pursuant to this section 3 for such Financing shall be payable in full on the closing date of such Financing. |
(e) | All fees payable hereunder will be payable in U.S. dollars in immediately available funds to CF&CO for its own account, or as directed by it, free and clear of and without deduction for any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes) and will not be subject to reduction by way of setoff or counterclaim. Once paid, no fee will be refundable under any circumstances. |
Item 13. | Other Expenses of Issuance and Distribution. |
| | Amount | |
SEC registration fee | | | $ |
Legal fees and expenses | | | $ |
Accounting fees and expenses | | | $* |
| | $* | |
Total | | | $* |
* | Estimates not presently known. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits. |
Exhibit No. | | | Description of Exhibit |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | Common Stock Purchase Agreement, dated April 29, 2022, between Tuatara Capital Acquisition Corporation and CF Principal Investments LLC (incorporated by reference to Exhibit 10.2 to SpringBig’s Current Report on Form 8-K filed with the SEC on May 2, 2022). | |
| | Registration Rights Agreement, dated April 29, 2022, between Tuatara Capital Acquisition Corporation and CF Principal Investments LLC (incorporated by reference to Exhibit 10.3 to SpringBig’s Current Report on Form 8-K filed with the SEC on May 2, 2022). | |
| | Letter from WithumSmith+Brown PC to the SEC, dated June 21, 2022 (incorporated by reference to Exhibit 16,1 to SpringBig’s Current Report on Form 8-K filed with the SEC on June 21, 2022). | |
| | ||
| | ||
| | Consent of WithumSmith+Brown, PC. | |
| | Consent of Benesch, Friedlander, Coplan & Aronoff (included in Exhibit 5.1). | |
| | ||
| | ||
101.INS | | | Inline XBRL Instance Document |
101.SCH | | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
Exhibit No. | | | Description of Exhibit |
104 | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| |
* | Filed herewith. |
# | Indicates management contract or compensatory plan or arrangement. |
† | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission |
Item 17. | Undertakings. |
A. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
B. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
C. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
D. | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
E. | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
F. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| | SPRINGBIG HOLDINGS, INC. | |||||||
| | ||||||||
| | By: | | | /s/ Jeffrey Harris | ||||
| | | | Name: | | | Jeffrey Harris | ||
| | | | Title: | | | Chief Executive Officer |
Name | | | Title | | | Date |
/s/ Jeffrey Harris | | | Chief Executive Officer and Director (principal executive officer) | | | July |
Jeffrey Harris | | | ||||
| | | | |||
/s/ Paul Sykes | | | Chief Financial Officer (principal financial officer and principal accounting officer) | | | July |
Paul Sykes | | | ||||
| | | | |||
/s/ Steven Bernstein | | | Director | | | July |
Steven Bernstein | | | ||||
| | | | |||
/s/ Patricia Glassford | | | Director | | | July |
Patricia Glassford | | | ||||
| | | | |||
/s/ Amanda Lannert | | | Director | | | July |
Amanda Lannert | | | ||||
| | | | |||
/s/ Phil Schwarz | | | Director | | | July |
Phil Schwarz | | | ||||
| | | | |||
/s/ Sergey Sherman | | | Director | | | July |
Sergey Sherman | | | ||||
| | | | |||
/s/ Jon Trauben | | | Director | | | July |
Jon Trauben | | |