Cayman Islands | | | 6770 | | | N/A |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Derek J. Dostal | | | William E. Doran |
Leonard Kreynin | | | Sarah M. Hesse |
Davis Polk & Wardwell LLP | | | Benesch, Friedlander, Coplan & Aronoff LLP |
450 Lexington Avenue | | | 71 South Wacker Drive, Suite 1600 |
New York, New York 10017 | | | Chicago, Illinois 60606 |
Telephone: (212) 450-4000 | | | Telephone: (312) 212-4949 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
Emerging Growth Company | | | ☒ | | | | |
1. | The Business Combination Proposal – To consider and vote upon a proposal to approve the transactions contemplated by the amended and restated agreement and plan of merger, dated as of |
2. | The Nasdaq Proposal – To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC (the “Nasdaq”), the issuance by New SpringBig (as defined below) of shares of common stock, par value $0.0001 per share, to (i) certain accredited investors, in each case in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith and (ii) to stockholders of SpringBig (the “Nasdaq Proposal”) |
3. | The Domestication Proposal – To consider and vote upon a proposal to approve by special resolution the change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “domestication” and such proposal, the “Domestication Proposal”) |
4. | The Organizational Documents Proposals – To consider and vote upon six separate proposals (collectively, the “Organizational Documents Proposals”) |
5. | The Articles Amendment Proposal – To consider and vote upon a proposal to approve by special resolution the amendment of Tuatara’s existing organizational documents (the “Articles Amendment Proposal”); |
6. | The Notes and Warrants Proposal – To consider and vote upon a proposal to approve, for purposes of satisfying conditions to closing the transactions contemplated by the securities purchase agreement, dated as of April 29, 2022, by and between Tuatara and certain institutional investors, the issuance by New SpringBig of convertible notes, warrants and the underlying common stock of such convertible notes and warrants upon their conversion or exercise, as applicable (the “Notes and Warrants Proposal”); |
7. | The Director Election Proposal – For the holders of Class B ordinary shares to consider and vote upon a proposal to elect Sergey Sherman, Jeffrey Harris, Phil Schwarz, Jon Trauben, Steven Bernstein, Patricia Glassford and Amanda Lannert, in each case, to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal (the “Director Election Proposal”); |
The Incentive Plan Proposal – To consider and vote upon a proposal to approve the 2022 Incentive Plan (the “Incentive Plan Proposal”); and |
The Adjournment Proposal – To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Articles Amendment Proposal or the Incentive Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Nasdaq Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Articles Amendment Proposal, the Notes and Warrants Proposal, the Director Election Proposal, Incentive Plan Proposal and the Notes and Warrants Proposal, collectively, the “Transaction Proposals”). |
| | By Order of the Board of Directors, | |
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| | Albert Foreman | |
| | Chief Executive Officer |
○ | SpringBig’s platform offers retailers text message marketing, which allows clients to send promotions to existing customers. This text messaging platform offers a variety of features, including multiple customer segmentations, which automatically groups customers into segments based on their preferences and purchase behavior. Retailers also have access to the “autoconnects” feature, which allows them to easily leverage customer data and send messages directly to consumers based on certain actions and also includes functionality to help clients identify opportunities to send text messages. SpringBig also provides an e-signature app, designed to accommodate proper ‘double opt-in’ procedure, through both implied and expressed consent to facilitate compliance with the TCPA, FCC, and Canadian CRTC. |
○ | The consumer application (or wallet) offered by SpringBig allows customers to access and check their points, redeem rewards, and view upcoming offers. The wallet fully integrates with cannabis e-commerce providers, allowing customers to place orders directly from their wallet. Retailers can customize this application with a distinct icon, name, layout, and color scheme, thus allowing for brand consistency and a higher-quality and frictionless customer experience. |
○ | Retailers can use the SpringBig platform to compile marketing campaigns based on consumer profiles and preferences. Once a campaign launches, retailers are able to analyze in-depth data in order to measure campaign success. ERP-level customer data management and analysis also allow retailers to organize their sales funnel and provide a personalized, targeted approach to marketing campaigns. |
○ | SpringBig’s platform integrates with many point of sale (“POS”) systems used in the cannabis industry, allowing retailers to automatically collect additional data on consumers. |
○ | SpringBig has a brand marketing platform that offers a direct-to-consumer marketing automation platform specifically for cannabis brands. This direct-to-consumer marketing engine allows brands to target and measure the complete transaction cycle from initial engagement through point of sale. |
○ | SpringBig provides brands with the opportunity to provide content that, in turn, SpringBig’s retail clients can utilize in their targeted consumer marketing campaigns. This provides the brand with access to the consumer and that can be leveraged through the brand and retailer cooperating in a promotional campaign on the SpringBig platform. The SpringBig platform can be used by brands to increase their brand awareness, expand retail partnerships, and acquire and retain new customers. The SpringBig brands platform also provides brand clients with access to detailed reports regarding campaign attribution metrics. |
• | In addition, there are currently 16,000,000 warrants of Tuatara outstanding, consisting of 10,000,000 public warrants and 6,000,000 private placement warrants. Each whole warrant entitles the holder to purchase one ordinary share for $11.50 per share. The warrants will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, Tuatara may redeem the outstanding warrants (other than the private placement warrants) in whole and not in part, (i) at a price of $0.01 per warrant, if the last sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day before Tuatara sends the notice of redemption to the warrant holders or (ii) at a price of $0.10 per warrant, if the last sale price of our ordinary shares equals or exceeds $10.00 over the same trading day period, and in either case warrant holders may exercise their warrants in advance of the related redemption date, which in the case of clause (ii) will involve any exercises being cashless exercised where the number of shares deliverable upon exercise will be based on a table as described under the heading “Description of Securities.” Our current stock price is close to the $10.00 per share price that could trigger the ability of New SpringBig to call the warrants for redemption at a redemption price of $0.10 per warrant. In that case, warrant holders would have their warrants redeemed for $0.10 per warrant, which may be significantly below the then-prevailing market price of the warrants, unless the warrant holder (i) exercises its warrants in advance of the redemption date pursuant to the table as described under the heading “Description of Securities” or (ii) sells its warrants at the then-current market price when it might otherwise wish to hold its warrants. See “Risk Factors – Risks Related to Tuatara and the Business Combination – We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.” The private placement warrants, however, are non-redeemable so long as our sponsor or its permitted transferees holds them, except in the case of our redemption pursuant to clause (ii) described above. |
○ | The public shareholders would own |
○ | The subscription investors would own 1,310,000 shares of common stock, representing |
○ | Our sponsor and affiliates of our sponsor would own |
○ | Our officers and directors (including directors nominated for election at the general meeting) would own |
○ | The SpringBig equity holders would own |
○ | approval, for purposes of complying with applicable listing rules of Nasdaq, the issuance by New SpringBig of common stock to certain accredited investors pursuant to the subscription agreements of Tuatara; |
○ | approval by special resolution of the change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware; |
○ | approval by special resolution of six separate proposals with respect to material differences between the existing organizational documents of Tuatara and the proposed organizational documents of New SpringBig; |
○ | approval by special resolution of the amendment of Tuatara’s existing organizational documents; |
○ | approval of the 2022 Incentive |
○ | approval of the issuance by New SpringBig of convertible notes, warrants and the underlying common stock of such convertible notes and warrants upon their conversion or exercise, as applicable, to certain investors; |
○ | elect directors of New SpringBig; and |
○ | approval of the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Transaction Proposals. |
Q: | Why am I receiving this proxy statement/prospectus? |
A: | Tuatara shareholders are being asked to consider and vote upon, among other things, a proposal to approve the transactions contemplated by the merger agreement. The merger agreement provides, subject to the terms and conditions contained therein, that Tuatara’s wholly owned direct subsidiary, Merger Sub, will merge with and into SpringBig, with SpringBig continuing as the surviving entity and a subsidiary of New SpringBig. Shareholder approval of the merger agreement and the transactions contemplated thereby is required by the merger agreement and the existing organizational documents, as well as to comply with Nasdaq Stock Market Listing Rule 5635. |
Q: | Why is Tuatara proposing the business combination? |
A: | Tuatara was organized to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. |
Q: | What is being voted on at the general meeting? |
A: | Tuatara shareholders will vote on the following proposals at the general meeting: |
1. | The Business Combination Proposal – To consider and vote upon a proposal to approve the transactions contemplated by the merger agreement, by and among Tuatara, Merger Sub, SpringBig and the holder representative, pursuant to which Merger Sub will merge with and into SpringBig, with SpringBig continuing as the surviving entity and a subsidiary of New SpringBig, on the terms and subject to the conditions set forth therein. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A; |
2. | The Nasdaq Proposal – To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq, the issuance and sale by New SpringBig of common stock, par value $0.0001 per share, to (i) certain accredited investors, in each case in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith and (ii) to stockholders of SpringBig; |
3. | The Domestication Proposal – To consider and vote upon a proposal to approve by special resolution the change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware; |
4. | The Organizational Documents Proposals – To consider and vote upon six separate proposals |
5. | The Articles Amendment Proposal – To consider and vote upon a proposal to approve by special resolution the amendment of Tuatara’s existing organizational documents; |
6. | The Notes and Warrants Proposal – To consider and vote upon a proposal to approve, for purposes of satisfying conditions to closing the transactions contemplated by the securities purchase agreement, dated as of April 29, 2022, by and between Tuatara and certain institutional investors, the issuance of by New SpringBig of convertible notes, warrants and the underlying common stock of such convertible notes and warrants upon their conversion or exercise, as applicable (the “Notes and Warrants Proposal”); |
7. | The Director Election Proposal – For the holders of Class B ordinary shares to consider and vote upon a proposal to elect Sergey Sherman, Jeffrey Harris, Phil Schwarz, Jon Trauben, Steven Bernstein, Patricia Glassford and Amanda Lannert, in each case to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal; |
The Incentive Plan Proposal – To consider and vote upon a proposal to approve the 2022 Incentive Plan; and |
The Adjournment Proposal – To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Domestication Proposal, the Organizational Documents |
Q: | Why is Tuatara providing shareholders with the opportunity to vote on the business combination? |
A: | Under our existing organizational documents, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of the business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, we have elected to provide our shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our shareholders of the Business Combination Proposal in order to allow our public shareholders to effectuate redemptions of their public shares in connection with the closing. The approval of our shareholders of the Business Combination Proposal is also a condition to closing in the merger agreement. |
Q: | What is the relationship between Tuatara and the investors who are investing in Tuatara in private placements to fund the business combination? |
A: | Simultaneously with the consummation of our IPO and the sale of the units, we consummated a private placement of 6,000,000 warrants at a price of $1.00 per warrant, issued to our sponsor, generating total proceeds of $6,000,000. |
Q: | Will the management of Tuatara and SpringBig change following the business combination? |
A: | The business and affairs of New SpringBig will be managed under the direction of its board of directors. Following the closing, New SpringBig’s board will be chaired by and include of Tuatara, and additional directors, a number of which shall be independent such that a majority of the board of directors is independent. Subject to the terms of the proposed organizational documents, the number of directors will be fixed by New SpringBig’s board of directors. Please see the section entitled “Officers and Directors of New SpringBig After the Business Combination” for more information. |
Q: | What is the form of consideration that the SpringBig equity holders will receive in return for the acquisition of SpringBig by Tuatara? |
A: | In accordance with the terms and subject to the conditions of the merger agreement, based on an implied equity value of |
Q: | How were the transaction structure and consideration for the business combination determined? |
A: | The business combination was the result of an extensive search for a potential transaction utilizing the global network and investing and operating experience of Tuatara’s management team and board of directors. The terms of the business combination were the result of extensive negotiations between Tuatara, SpringBig, the holder representative and the other parties to the business combination. Please see the section entitled “The Business Combination – Background of the Business Combination” for more information. |
Q: | What conditions must be satisfied to complete the business combination? |
A: | There are a number of closing conditions in the merger agreement, including the approval by our shareholders of the Transaction Proposals (other than the Adjournment Proposal, the Articles Amendment Proposal and the Notes and Warrants Proposal) as well as certain regulatory approvals. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, see the section entitled “The Business Combination – The Merger Agreement – Conditions to Closing of the Business Combination.” |
Q: | What equity stake will current Tuatara public shareholders, the subscription investors, the SpringBig equity holders and our sponsor, officers and directors hold in New SpringBig following the consummation of the business combination? |
A: | Assuming there are no redemptions of our public shares and that no additional shares are issued prior to the completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of Tuatara by our public shareholders, our subscription investors, the post-merger SpringBig equity holders and our sponsor, officers and directors will be as follows: |
○ | The public shareholders would own |
○ | the subscription investors would own 1,310,000 shares of common stock, representing |
○ | Our sponsor and affiliates of our sponsor would own |
○ | Our officers and directors (including directors nominated for election at the general meeting) would own |
○ | The SpringBig equity holders would own |
Q: | Did the board of directors of Tuatara obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination? |
A: | No. The board of directors of Tuatara did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination. Tuatara’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and expertise of Tuatara’s advisors, enabled them to make the necessary analyses and determinations regarding the business combination. Accordingly, investors will be relying solely on the judgment of the board of directors of Tuatara in valuing SpringBig’s business and assuming the risk that the board of directors of Tuatara may not have properly valued such business. |
Q: | Why is Tuatara proposing the Nasdaq Proposal? |
A: | Tuatara is proposing the Nasdaq Proposal in order to comply with Nasdaq listing rules, which require, among other things, shareholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities or the issuance of stock or securities to any director, officer or “Substantial Shareholder.” In connection with the business combination, Tuatara is seeking shareholder approval for the issuance of: (i) 1,310,000 shares of common stock to the subscription investors in a private placement simultaneously with the closing of the business combination, and (ii) up to |
Q: | Why is Tuatara proposing the Domestication Proposal? |
A: | Tuatara’s shareholders are also being asked to consider and vote upon a proposal to approve a change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, which is referred to as the “domestication.” The Domestication Proposal allows Tuatara to re-domicile as a Delaware entity. We believe that the domestication would, among other things, enable New SpringBig to avoid certain tax inefficiencies, including tax inefficiencies that would result if New SpringBig were to conduct an operating business in the United States as a foreign corporation following the business combination; provide legal, administrative, and other similar efficiencies; relocate our jurisdiction of organization to one that is the choice of domicile for many publicly traded corporations, as there is an abundance of case law to assist in interpreting the DGCL, and the Delaware legislature frequently updates the DGCL to reflect current technology and legal trends; and provide a favorable corporate environment which will help us compete more effectively with other publicly traded companies in raising capital and in attracting and retaining skilled and experienced personnel. See the section entitled “Proposal No. 3 – The Domestication Proposal,” for additional information. |
Q: | How will the domestication affect my public shares, public warrants and units? |
A: | Upon the consummation of the domestication, each of Tuatara’s currently issued and outstanding Class A ordinary shares and Class B ordinary shares will automatically convert by operation of law, on a one-for-one |
Q: | What amendments will be made to the existing organizational documents of Tuatara? |
A: | In connection with the domestication, Tuatara’s shareholders also are being asked to consider and vote upon a proposal to replace the existing organizational documents of Tuatara under the Cayman Islands Companies Act with the proposed organizational documents of New SpringBig under the DGCL, which differ materially from the existing organizational documents. |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Corporate Name (Organizational Documents Proposal A) | | | The existing organizational documents provide the name of the company is “Tuatara Capital Acquisition Corporation” See paragraph 1 of the existing organizational documents. | | | The proposed organizational documents provide the new name of the corporation to be “SpringBig Holdings, Inc.” See Article 1 of the proposed charter. |
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Exclusive Forum (Organizational Documents Proposal A) | | | The existing organizational documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The proposed organizational documents adopt Delaware as the exclusive forum for certain stockholder litigation. See Article 11 of the proposed charter. |
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Perpetual Existence (Organizational Documents Proposal A) | | | The existing organizational documents provide that if we do not consummate a business combination (as defined in our existing organizational documents) by February 17, 2023, Tuatara will cease all operations except for the purposes of winding-up, liquidation and dissolution and shall redeem the shares issued in its initial public offering and liquidate its trust account. See Article 49.7 of the existing organizational documents. | | | The proposed organizational documents do not contain a provision with regard to the cessation of operations if we do not consummate a business combination by February 17, 2023 and New SpringBig’s existence will be perpetual. |
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Provisions Related to Status as Blank Check Company (Organizational Documents Proposal A) | | | The existing organizational documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. See Article 49 of the existing organizational documents. | | | The proposed organizational documents do not include provisions related to our status as a blank check company prior to the consummation of a business combination. |
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| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Waiver of Corporate Opportunities (Organizational Documents Proposal A) | | | The existing organizational documents do not provide an explicit waiver of corporate opportunities for Tuatara or its directors. | | | The proposed organizational documents provide an explicit waiver of corporate opportunities for New SpringBig and its officers or directors, subject to certain exceptions. See Article 9 of the proposed charter. |
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Classified Board of Directors (Organizational Documents Proposal B) | | | The existing organizational documents provide that the board of directors will be divided into two classes, with each class generally serving for a term of two years and only one class of directors being elected in each year. See Article 27 of the existing organizational documents. | | | The proposed organizational documents provide that the board of directors of New SpringBig will be divided into three classes, with each class generally serving for a term of three years and only one class of directors being elected in each year. See Article 5.2 of the proposed charter. |
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Removal for Cause (Organizational Documents Proposal C) | | | The existing organizational documents provide that any director may be removed from office (i) if prior to the consummation of a business combination, by an ordinary resolution of the holders of the Class B ordinary shares and (ii) if following the consummation of a business combination, by an ordinary resolution of the holders of ordinary shares. See Article 29 of the existing organizational documents. | | | The proposed charter provides that, any director may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. See Section 5.4 of the proposed charter. |
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Ability of Stockholder to Call a Special Meeting (Organizational Documents Proposal D) | | | The existing organizational documents do not permit the shareholders to call an extraordinary general meeting of Tuatara. See Article 20.1 and 20.3 of the existing organizational documents. | | | The proposed organizational documents provide that, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the stockholders of New SpringBig are not permitted to call a special meeting. See Article 7.1 of the proposed charter and Section 2.2 of the proposed bylaws. |
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| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Action by Written Consent (Organizational Documents Proposal E) | | | The existing organizational documents provide that a resolution in writing signed by all the shareholders entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a duly convened and held general meeting. See Article 22.3 of the existing organizational documents. | | | The proposed organizational documents provide that, any action required or permitted to be taken by New SpringBig stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. See Article 7.3 of the proposed charter and Section 2.9 of the proposed bylaws. |
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Authorized Shares (Organizational Documents Proposal F) | | | Our existing organizational documents authorize the issuance of up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share. See paragraph 5 of the existing organizational documents. | | | The proposed charter authorizes the issuance of shares of common stock and shares of preferred stock, each with a par value $0.0001 per share. See Article 4 of the proposed charter. |
Q: | Why is Tuatara proposing the Articles Amendment Proposal? |
A: | The proposed amendments to the existing organizational documents, prior to the domestication, in the judgment of the board of directors, are necessary to facilitate the business combination. The existing organizational documents limit Tuatara’s ability to consummate a business combination, or to redeem Class A ordinary shares in connection with a business combination, if it would cause Tuatara to have less than $5,000,001 in net tangible assets. The purpose of such limitation is to ensure that the Tuatara ordinary shares are not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Class A ordinary shares and the New SpringBig common stock would not be deemed to be a “penny stock” pursuant to applicable provisions of Rule 3a51-1 under the Exchange Act, Tuatara is presenting the Articles Amendment Proposal to facilitate the consummation of the business combination. While the closing is not expressly conditioned on the approval of the Articles Amendment Proposal, if the Articles Amendment Proposal is not approved, significant redemptions could prevent the satisfaction of a condition to the closing of the business combination. See the section entitled “Proposal No. 10 – The Articles Amendment Proposal,” for additional information. |
Q: | Why is Tuatara proposing the Notes and Warrants Proposal? |
A: | The proposed approval of the issuance of the Notes, Warrants and the common stock underlying the Notes and Warrants upon their conversion or exercise is necessary to consummate the Convertible Notes Financing. The Convertible Notes Financing requires, as a condition to closing the Convertible Notes Financing, that our shareholders approve the Notes and Warrants Proposal. Additionally, Tuatara is asking its shareholders to approve the issuance because of the remote circumstance in which an issuance of common stock underlying the Notes and Warrants results in an issuance of more than 20% of the outstanding common stock and would therefore implicate the Nasdaq Stock Market Listing Rule 5635(b) and (d). Under the Nasdaq Stock Market Listing Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although The Nasdaq Stock Market has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), The Nasdaq Stock Market has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of |
Q: | What happens if I sell my ordinary shares before the general meeting? |
A: | The record date for the general meeting is earlier than the date that the business combination is expected to be completed. If you transfer your ordinary shares after the record date, but before the general meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the general meeting. However, you will not be able to seek redemption of your ordinary shares because you will no longer be able to deliver them for cancellation upon consummation of the business combination in accordance with the provisions described herein. If you transfer your ordinary shares prior to the record date, you will have no right to vote those shares at the general meeting or have those shares redeemed for a pro rata portion of the proceeds held in the trust account. |
Q: | What vote is required to approve the Transaction Proposals presented at the general meeting? |
A: | The Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Notes and Warrants Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can |
Q: | May our sponsor, directors, officers, advisors or their affiliates purchase public shares or warrants prior to or in connection with the business combination? |
A: | Prior to or in connection with the business combination, our sponsor, directors, officers, or advisors or their respective affiliates may purchase public shares or warrants. None of our sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if prohibited during a restricted period under Regulation M under the Exchange Act. Such purchases of public shares may be in privately negotiated transactions with shareholders who would have otherwise elected to have their public shares redeemed in connection with the business combination. In the event that our sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders may be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases of public shares may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account. |
Q: | How many votes do I have at the general meeting? |
A: | Tuatara’s shareholders are entitled to one vote at the general meeting for each ordinary share held of record as of , 2022, the record date for the general meeting (the “record date”). As of the close of business on the record date, there were a combined outstanding ordinary shares. |
Q: | What constitutes a quorum at the general meeting? |
A: | Holders of a majority of the issued shares entitled to vote at the general meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the general meeting. As of the record date for the general meeting, ordinary shares, in the aggregate, would be required to achieve a quorum. |
Q: | How will Tuatara’s sponsor, directors and officers vote? |
A: | In connection with the IPO, we entered into the sponsor IPO letter agreement with our sponsor and each of our directors and officers, pursuant to which each agreed to vote any ordinary shares owned by them in favor of the business combination. Concurrently with the original merger agreement, we entered into the sponsor letter agreement with our sponsor and SpringBig, pursuant to which our sponsor agreed to waive any adjustment to the conversion ratio set forth in Tuatara’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of Tuatara held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the sponsor agreement. Currently, shareholders that have agreed to vote ordinary shares owned by them in favor of the Transaction Proposals own approximately 20% of our issued and outstanding ordinary shares, in the aggregate, including the founder shares. See the section entitled “The Business Combination – Related Agreements – Sponsor Letter Agreement.” |
Q: | What interests do the current officers and directors have in the business combination? |
A: | In considering the recommendation of our board of directors to vote in favor of the business combination, shareholders should be aware that, aside from their interests as shareholders, our sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things: |
Q: | Do I have redemption rights? |
A: | Pursuant to our existing organizational documents, we are providing the public shareholders with the opportunity to have their public shares redeemed at the closing of the business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of a business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of of approximately $ , the estimated per share redemption price would have been approximately $ . Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other Transaction Proposals. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Tuatara, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Tuatara. There will be no redemption rights with respect to our warrants. Our sponsor, the holder of our Class B ordinary shares issued in a private placement prior to the IPO, has entered into the sponsor IPO letter agreement with us pursuant to which our sponsor has agreed to waive its redemption rights with respect |
Q. | What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights? |
A. | Tuatara’s public shareholders may vote in favor of the Business Combination Proposal and still exercise their redemption rights, although they are not required to vote either for or against the business combination, or vote at all, or to be holders on the record date, in order to exercise such redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemption by public stockholders. If the Articles Amendment Proposal is not approved, the business combination would be subject to the requirement that Tuatara have at least $5,000,001 of net tangible assets remaining after Tuatara’s shareholders have exercised their right to redeem their shares in connection with the closing. With fewer public shares and public stockholders, the trading markets for the SpringBig common stock following the closing of the business combination may be less liquid than the market for the shares prior to the business |
Q: | Will how I vote affect my ability to exercise redemption rights? |
A: | No. You may exercise your redemption rights whether you vote your ordinary shares for or against or abstain from voting on the Business Combination Proposal or any other Transaction Proposal described in this proxy statement/prospectus. As a result, the business combination can be approved by shareholders who will redeem their shares and no longer remain shareholders. |
Q: | Are there any risks that I should consider as a Tuatara shareholder in deciding how to vote or whether to exercise my redemption rights? |
A: | Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page |
Q: | How do I exercise my redemption rights? |
A: | In order to exercise your redemption rights, you must (i) if you hold your ordinary shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares, and (ii) prior to |
Q: | What are the U.S. federal income tax consequences of exercising my redemption rights? |
A: | A U.S. Holder (as defined in “U.S. Federal Income Tax Considerations” below) of Class A ordinary shares (if the domestication does not occur) or common stock (if the domestication occurs) as the case may be, that exercises its redemption rights to receive cash from the trust account in exchange for such ordinary shares or common stock may (subject to the application of the PFIC (as defined in “U.S. Federal Income Tax Considerations” below) rules) be treated as selling such ordinary shares or common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares or common stock, as the case may be, that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections entitled “U.S. Federal Income Tax Considerations – Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur – Redemption of Class A Ordinary Shares” and “U.S. Federal Income Tax Considerations – Tax Consequences of a Redemption of Common Stock to U.S. Holders and Non-U.S. Holders.” Additionally, because the domestication will occur (if it is approved) prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code (as defined in “U.S. Federal Income Tax Considerations” below) and the PFIC rules as a result of the domestication. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights. |
Q: | What are the U.S. federal income tax consequences of the Domestication Proposal? |
A: | The domestication should constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the domestication so qualifies, the following summarizes the consequences to U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) of the domestication: |
Q: | What are the U.S. federal income tax consequences if I receive additional shares in connection with not exercising my redemption right? |
A: | The tax consequences if you receive additional shares in connection with not exercising your redemption rights (“Additional Shares”) are not clear under current law. It is more likely than not that the receipt of Additional Shares will be treated as a stock dividend, in which case U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) and Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) would not be subject to tax upon the receipt of the Additional Shares. However, other treatments are possible and, accordingly, you may be required to include the fair market value of Additional Shares received in income. If you are a Non-U.S. Holder and required to include the fair market value of Additional Shares received in income, you may be subject to withholding at a rate of 30% of the fair market value of the Additional Shares, unless you are eligible for a reduced rate of withholding tax under an applicable income tax treaty and provide proper certification of your eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). |
Q: | If I am a warrant holder, can I exercise redemption rights with respect to my warrants? |
A: | No. The holders of our warrants have no redemption rights with respect to our warrants. If Tuatara public shareholders redeem their ordinary shares, they will continue to hold warrants. However, once the warrants become exercisable and prior to their expiration, we may redeem the public warrants for redemption in whole and not in part, (i) at a price of $0.01 per warrant, upon not less than thirty (30) days’ prior written notice of redemption to each public warrant holder, and if, and only if, the reported last sales price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption to the public warrant holders or (ii) at a price of $0.10 per warrant, if the last sale price of our ordinary shares equals or exceeds $10.00 over the same trading day period, and in either case warrant holders may exercise their warrants in advance of the related redemption date, which in the case of clause (ii) will involve any exercises being cashless exercised where the number of shares deliverable upon exercise will be based on a table as described under the heading “Description of Securities.” Our current stock price is close to the $10.00 per share price that could trigger the ability of New SpringBig to call the warrants for redemption at a redemption price of $0.10 per warrant. In that case, warrant holders would have their warrants redeemed for $0.10 per warrant, which may be significantly below the then-prevailing market price of the warrants, unless the warrant holder (i) exercises its warrants in advance of the redemption date pursuant to the table as described under the heading “Description of Securities” or (ii) sells its warrants at the then-current market price when it might otherwise wish to hold its warrants. See “Risk Factors—Risks Related to Tuatara and the Business Combination—We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.” The private placement warrants, however, are non-redeemable so long as our sponsor or its permitted transferees holds them, except in the case of our redemption pursuant to clause (ii) above. |
Q: | Do I have appraisal rights if I object to the business combination? |
A: | No. There are no appraisal rights available to holders of ordinary shares of Tuatara in connection with the business combination under Cayman Islands law or the DGCL. |
Q: | Do I have appraisal rights in connection with the Domestication Proposal? |
A: | No. There are no appraisal rights available to holders of ordinary shares of Tuatara in connection with the Domestication Proposal under Cayman Islands law or the DGCL. |
Q: | What happens to the funds deposited in the trust account after consummation of the business combination? |
A: | If the Business Combination Proposal is approved, Tuatara intends to use a portion of the funds held in the trust account to pay (i) tax obligations and deferred underwriting commissions from the IPO and (ii) for any redemptions of public shares. The remaining balance in the trust account, together with certain proceeds received from the PIPE subscription financing will be used to finance the costs and expenses incurred in connection therewith and to provide operation capital for future operations. See the section entitled “The Business Combination” for additional information. |
Q: | What happens if the business combination is not consummated or is terminated? |
A: | There are certain circumstances under which the merger agreement may be terminated. See the section entitled “The Business Combination – The Merger Agreement – Termination” for additional information regarding the parties’ specific termination rights. In accordance with our existing organizational documents, if an initial business combination is not consummated by February 17, 2023, Tuatara will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. |
Q: | When is the business combination expected to be consummated? |
A: | It is currently anticipated that the business combination will be consummated as promptly as possible following the general meeting of Tuatara shareholders to be held on , 2022, provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the business combination have been satisfied or waived. The parties to the merger agreement have determined that the business combination does not require a notification and report form to be filed in connection with the HSR Act and accordingly have waived such condition. The merger agreement may be terminated and the business combination and the other transactions contemplated thereby may be abandoned at any time prior to the closing if the approval of Tuatara’s shareholders in respect of any Transaction Proposal (other than the Articles Amendment Proposal, Notes and Warrants Proposal and Adjournment Proposal) is not obtained at the Tuatara general meeting. For a description of the conditions for the completion of the business combination, see the section entitled “The Business Combination – The Merger Agreement – Conditions to Closing of the Business Combination” beginning on page |
Q: | When and where will the general meeting take place? |
A: | The general meeting will be convened on , 2022 at a.m., local time, at the offices of and online via . In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, Tuatara is planning for the meeting to be held both in |
Q: | How do I attend |
A: | As a registered shareholder, you will receive the proxy card from . The form contains instructions on how to attend the general meeting. Shareholders attending in person will be asked to follow recommended guidance, mandates, and applicable executive orders from federal and state authorities, particularly as they relate to social distancing and attendance at public gatherings. The proxy card will also contain instructions on how to attend the virtual meeting, including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact at the phone number or email address below. support contact information is as follows: , or email . |
Q: | What do I need to do now? |
A: | You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including “Risk Factors” and the annexes, and the documents incorporated by reference herein, and to consider how the business combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
Q: | How do I vote? |
A: | If you were a holder of record of ordinary shares on , 2022, the record date for the general meeting of Tuatara shareholders, you may vote with respect to the Transaction Proposals |
Q: | What will happen if I abstain from voting or fail to vote at the general meeting? |
A: | At the general meeting, Tuatara will count a properly executed proxy marked “ABSTAIN” with respect to a particular Transaction Proposal as present for purposes of determining whether a quorum is present. For purposes of approval, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals. |
Q: | What will happen if I sign and submit my proxy card without indicating how I wish to vote? |
A: | Signed and dated proxies received by Tuatara without an indication of how the shareholder intends to vote on a Transaction Proposal will be treated as an abstention. |
Q: | If I am not going to attend the general meeting, |
A: | Yes. Whether you plan to attend the general meeting in person or virtually, or not attending the general meeting, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Q: | What is a broker non-vote? |
A: | Generally, a broker non-vote occurs when a bank, broker, custodian or other record holder that holds shares in “street name” is precluded from exercising voting discretion on a particular proposal because (i) the beneficial owner has not instructed the bank, broker, custodian or other record holder how to vote, and (ii) the bank, broker, custodian, or other record holder lacks discretionary voting power to vote such shares. Absent specific voting instructions from the beneficial owners of such shares, a bank, broker, custodian or other record holder does not have discretionary voting power with respect to the approval of “non-routine” matters, such as the Business Combination Proposal and the Domestication Proposal. |
Q: | If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: | No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its |
Q: | May I change my vote after I have submitted my executed proxy card? |
A: | Yes. You may change your vote by sending a later-dated, signed proxy card to Tuatara’s General Counsel at the address listed below so that it is received by our General Counsel prior to the general meeting or attend the general meeting |
Q: | What should I do if I receive more than one set of voting materials? |
A: | You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
Q: | Where can I find the voting results of the general meeting? |
A: | The preliminary voting results are expected to be announced at the general meeting. In addition, within four business days following certification of the final voting results, Tuatara will file the final voting results of the general meeting with the SEC in a Current Report on Form 8-K. |
Q: | Who can help answer my questions? |
A: | If you have questions about the Transaction Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
Q: | Who will solicit and pay the cost of soliciting proxies? |
A: | Tuatara will pay the cost of soliciting proxies for the general meeting. Tuatara has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the general meeting. Tuatara has agreed to pay Morrow a fee of $35,000, plus disbursements. Tuatara will reimburse Morrow for reasonable out-of-pocket losses, damages and expenses. Tuatara will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of ordinary shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. |
(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 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 |
(iv) | If the Earnout Trigger Event occurs at any time during the |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Corporate Name (Organizational Documents Proposal A) | | | The existing organizational documents provide the name of the company is “Tuatara Capital Acquisition Corporation” See paragraph 1 of the existing organizational documents. | | | The proposed organizational documents provide the new name of the corporation to be “ .” See Article 1 of the proposed charter. |
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Exclusive Forum (Organizational Documents Proposal A) | | | The existing organizational documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The proposed organizational documents adopt Delaware as the exclusive forum for certain stockholder litigation. See Article 11 of the proposed charter. |
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Perpetual Existence (Organizational Documents Proposal A) | | | The existing organizational documents provide that if we do not consummate a business combination (as defined in our existing organizational documents) by February 17, 2023, Tuatara will cease all operations except for the purposes of winding-up, liquidation and dissolution and shall redeem the shares issued in its initial public offering and liquidate its trust account. See Article 49.7 of the existing organizational documents. | | | The proposed organizational documents do not contain a provision with regard to the cessation of operations if we do not consummate a business combination by February 17, 2023 and New SpringBig’s existence will be perpetual. |
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Provisions Related to Status as Blank Check Company (Organizational Documents Proposal A) | | | The existing organizational documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. See Article 49 of the existing organizational documents. | | | The proposed organizational documents do not include provisions related to our status as a blank check company prior to the consummation of a business combination. |
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Waiver of Corporate Opportunities (Organizational Documents Proposal A) | | | The existing organizational documents do not provide an explicit waiver of corporate opportunities for Tuatara or its directors. | | | The proposed organizational documents provide an explicit waiver of corporate opportunities for New SpringBig and its officers or directors, subject to certain exceptions. See Article 9 of the proposed charter. |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Classified Board of Directors (Organizational Documents Proposal B) | | | The existing organizational documents provide that the board of directors will be divided into two classes, with each class generally serving for a term of two years and only one class of directors being elected in each year. See Article 27 of the existing organizational documents. | | | The proposed organizational documents provide that the board of directors of New SpringBig will be divided into three classes, with each class generally serving for a term of three years and only one class of directors being elected in each year. See Article 5.2 of the proposed charter. |
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Removal for Cause (Organizational Documents Proposal C) | | | The existing organizational documents provide that any director may be removed from office (i) if prior to the consummation of a business combination, by an ordinary resolution of the holders of the Class B ordinary shares and (ii) if following the consummation of a business combination, by an ordinary resolution of the holders of ordinary shares. See Article 29 of the existing organizational documents. | | | The proposed charter provides that, any director may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. See Section 5.4 of the proposed charter. |
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Ability of Stockholder to Call a Special Meeting (Organizational Documents Proposal D) | | | The existing organizational documents do not permit the shareholders to call an extraordinary general meeting of Tuatara. See Article 20.1 and 20.3 of the existing organizational documents. | | | The proposed organizational documents provide that, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the stockholders of New SpringBig are not permitted to call a special meeting. See Article 7.1 of the proposed charter and Section 2.2 of the proposed bylaws. |
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Action by Written Consent (Organizational Documents Proposal E) | | | The existing organizational documents provide that a resolution in writing signed by all the shareholders entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a duly convened and held general meeting. See Article 22.3 of the existing organizational documents. | | | The proposed organizational documents provide that, any action required or permitted to be taken by New SpringBig stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. See Article 7.3 of the proposed charter and Section 2.9 of the proposed bylaws. |
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| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Authorized Shares (Organizational Documents Proposal F) | | | Our existing organizational documents authorize the issuance of up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share. See paragraph 5 of the existing organizational documents. | | | The proposed charter authorizes the issuance of shares of common stock and shares of preferred stock, each with a par value $0.0001 per share. See Article 4 of the proposed charter. |
• | Scenario 1 - Assuming No Redemptions: This presentation assumes that no Tuatara shareholders exercise redemption rights with respect to their Class A ordinary shares upon consummation of the business combination; and |
• | Scenario 2 - Assuming Maximum Redemptions: This presentation assumes that |
| | SpringBig | | Tuatara | | Pro Forma Combined Scenario 1 Assuming No Redemptions into Cash | | Pro Forma Combined Scenario 2 Assuming Maximum Redemptions into Cash | | | SpringBig | | Tuatara | | Pro Forma Combined Scenario 1 Assuming No Redemptions into Cash | | Pro Forma Combined Scenario 2 Assuming Maximum Redemptions into Cash | |||||||
Statement of Operations Data – Year Ended December 31, 2021 | | | | | | | | | ||||||||||||||||
Revenues | | $24,024 | | $— | | $24,024 | | $24,024 | | $24,024 | | $— | | $24,024 | | $24,024 | ||||||||
Gross profit | | $17,095 | | $— | | $17,095 | | $17,095 | | $17,095 | | $— | | $17,095 | | $17,095 | ||||||||
Operating loss | | $(6,532) | | $(2,035) | | $(21,822) | | $(21,822) | | $(6,532) | | $(2,035) | | $(20,437) | | $(20,437) | ||||||||
Net (loss) income | | $(5,750) | | $7,707 | | $(8,933) | | $(8,933) | | $(5,750) | | $7,707 | | $(12,025) | | $(12,025) | ||||||||
Net (loss) income per share – basic | | $(0.43) | | $0.35 | | $(0.18) | | $(0.29) | | $(0.43) | | $0.35 | | $(0.26) | | $(0.46) | ||||||||
Net (loss) income per share – diluted | | $(0.43) | | $0.34 | | $(0.18) | | $(0.29) | | $(0.43) | | $0.34 | | $(0.26) | | $(0.46) | ||||||||
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Balance Sheet Data – As of December 31, 2021 | | | | | | | | | ||||||||||||||||
Total current assets | | $6,479 | | $881 | | $198,686 | | $5,862 | | $6,479 | | $881 | | $210,071 | | $13,035 | ||||||||
Total assets | | $7,043 | | $200,917 | | $199,250 | | $6,426 | | $7,043 | | $200,917 | | $210,635 | | $13,599 | ||||||||
Total current liabilities | | $2,584 | | $1,663 | | $2,692 | | $2,692 | | $2,584 | | $1,663 | | $2,692 | | $2,692 | ||||||||
Total liabilities | | $2,584 | | $18,103 | | $12,132 | | $12,132 | | $2,584 | | $18,103 | | $20,299 | | $20,299 | ||||||||
Temporary equity | | $— | | $200,000 | | $— | | $— | | $— | | $200,000 | | $— | | $— | ||||||||
Total shareholders’ equity (deficit) | | $4,459 | | $(17,186) | | $187,118 | | $(5,706) | | $4,459 | | $(17,186) | | $190,336 | | $(6,700) |
(in thousands, except share and per share data) | | SpringBig | | Tuatara | | Pro Forma Combined Assuming No Redemptions into Cash | | Pro Forma Combined Assuming Maximum Redemptions into Cash | | SpringBig | | Tuatara | | Pro Forma Combined Assuming No Redemptions into Cash | | Pro Forma Combined Assuming Maximum Redemptions into Cash | ||||||||
Year Ended December 31, 2021 | | | | | | | | | ||||||||||||||||
Net (loss) income | | $(5,750) | | $7,707 | | $(8,933) | | $(8,933) | | $(5,750) | | $7,707 | | $(12,025) | | $(12,025) | ||||||||
Shareholders’ equity (deficit) | | 4,459 | | (17,186) | | 187,118 | | (5,706) | | 4,459 | | (17,186) | | 190,336 | | (6,700) | ||||||||
Weighted average shares outstanding – basic | | 13,385,267 | | 22,287,671 | | 49,810,000 | | 30,531,052 | | 13,385,267 | | 22,287,671 | | 46,810,000 | | 26,409,892 | ||||||||
Basic net (loss) income per share | | (0.43) | | 0.35 | | (0.18) | | (0.29) | | (0.43) | | 0.35 | | (0.26) | | (0.46) | ||||||||
Weighted average shares outstanding – diluted | | 13,385,267 | | 22,369,863 | | 49,810,000 | | 30,531,052 | | 13,385,267 | | 22,369,863 | | 46,810,000 | | 26,409,892 | ||||||||
Diluted net (loss) income per share | | (0.43) | | 0.34 | | (0.18) | | (0.29) | | (0.43) | | 0.34 | | (0.26) | | (0.46) | ||||||||
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Book value per share – basic and diluted | | 0.33 | | (0.77) | | 3.76 | | (0.19) | | 0.33 | | (0.77) | | 4.07 | | (0.25) | ||||||||
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Cash dividends declared per share – basic and diluted | | — | | — | | — | | — | | — | | — | | — | | — |
○ | The Share Conversion Ratio is determined by dividing (i) |
(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 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 |
(iv) | If the Earnout Trigger Event occurs at any time during the |
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• | Scalability: Companies with a clear strategy and demonstrated pathway to scale in their respective state markets and beyond; |
• | Exceptional managers: Talented management teams with integrity that seek to increase their companies’ growth trajectories and be trailblazing innovators; and |
• | Opportunity for value creation: Like-minded operators open to strategic resources and influence at the board level. |
○ | Twilio Inc. |
○ | HubSpot, Inc. |
○ | Qualtrics International Inc. |
○ | Squarespace, Inc. |
○ | Sprout Social, Inc. |
○ | DoubleVerify Holdings, Inc. |
○ | Freshworks Inc. |
○ | Adobe Inc. |
○ | Shopify Inc. |
○ | Coupa Software Incorporated |
○ | Lightspeed Commerce Inc. |
○ | Global-e Online ltd. |
○ | Olo Inc. |
○ | Sprinklr, Inc. |
○ | BigCommerce Holdings, Inc. |
○ | Similarweb Ltd. |
○ | Toast, Inc. |
○ | DocuSign, Inc. |
○ | UiPath Inc. |
○ | Bill.com Holdings, Inc. |
○ | Asana, Inc. |
○ | Avalara, Inc. |
○ | Procore Technologies, Inc. |
○ | ZoomInfo Technologies Inc. |
○ | monday.com Ltd |
○ | Anaplan, Inc. |
○ | BlackLine, Inc. |
○ | Everbridge, Inc. |
○ | Smartsheet Inc. |
○ | WalkMe Ltd. |
○ | WM Technology, Inc. |
○ | Leafly Holdings Inc. |
| | | EV / 2023 Revenue | | ||||
| | | Median | | | Mean | | |
| Cannabis Software | | | 4.0x | | | 4.0x | |
| Marketing / Customer Engagement | | | | | | ||
| Commerce / POS | | | | | | ||
| SaaS Software | | | | | | ||
| Overall | | | | | |
• | Category Leading Customer Loyalty and Marketing Automation Platform. We view SpringBig as a leading customer loyalty and marketing platform that addresses a large, rapidly growing, highly regulated and fragmented cannabis end market. |
• | High Growth Recurring Software-as-a-Service (“SaaS”) Business Model with “Sticky” Customer Base. SpringBig’s customer base includes both the largest cannabis enterprise clients and small to medium businesses. SpringBig has demonstrated the ability to expand existing relationships with customers resulting in high net revenue retention and low customer churn. |
• | High Growth Business with Multiple Channels for Organic Growth. SpringBig’s business model serving its retail customers is positively correlated with the growth rate of additional states’ legalization of cannabis, thereby increasing both the consumer base and their corresponding spend. SpringBig anticipates capturing marketing spend from cannabis brands as their offerings of branded products increases. In addition, when legally permissible, SpringBig will have the potential for gross merchandise value monetization from its customers. |
• | Significant Market Opportunity. The addressable market for cannabis products and services is substantial, with U.S. retail sales of cannabis in 2020 reaching approximately $20 billion. The U.S. cannabis market has been projected to double over the next five years. |
• | Powerful Data. SpringBig develops unique and increasing volumes of data assets that power insights for its customers in a high growth industry. |
• | Consolidation Opportunity. Opportunity to create the leading marketing technology platform in cannabis through the execution of a successful M&A strategy in a fragmented technology ecosystem. |
• | Proven Management Team. SpringBig has an experienced management team with a proven track record of operational excellence. We believe that the management team has deep industry knowledge and strategic vision and also believe that the Tuatara and SpringBig teams will form a collaborative and effective long-term partnership that is positioned to create and enhance stockholder value going forward. |
• | Favorable Entry Valuation and Financial Metrics. The proposed enterprise value of |
• | Strong Sponsorship. Following the closing, Tuatara is expected to have long-term blue chip shareholders and a permanent capital and public platform suitable for its long-term success, providing stability to all stakeholders. |
• | Equity Investment. $13,100,000 of private capital from affiliates of Tuatara and SpringBig has been committed, which indicates strong support from parties knowledgeable about the business of the company. |
• | Terms of the Merger Agreement. Our board of directors reviewed the financial and other terms and conditions of the merger agreement and determined that they were reasonable and were the product of arm’s-length negotiations among the parties. |
• | Shareholder Approval. Our board of directors considered the fact that in connection with the business combination our shareholders have the option to (i) remain shareholders of Tuatara, (ii) sell their shares on the open market or (iii) redeem their shares for the per share amount held in the trust account. |
• | Independent Director Role. Our board of directors is comprised of a majority of independent directors who are not affiliated with our sponsor and its affiliates. In connection with the business combination, our independent directors took an active role in evaluating the proposed terms of the business combination, including the merger agreement and the related agreements. Our independent directors evaluated and unanimously approved, as members of our board of directors, the merger agreement and the related agreements and the transactions contemplated thereby. |
• | Other Alternatives. Our board of directors’ belief is that the business combination represents the best potential business combination for Tuatara based upon the process utilized to evaluate and assess other potential acquisition targets, and our board of directors’ and management’s belief that such processes did not present a better alternative. |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Corporate Name (Organizational Documents Proposal A) | | | The existing organizational documents provide the name of the company is “Tuatara Capital Acquisition Corporation” See paragraph 1 of the existing organizational documents. | | | The proposed organizational documents provide the new name of the corporation to be “ .” See Article 1 of the proposed charter. |
| | | | |||
Exclusive Forum (Organizational Documents Proposal A) | | | The existing organizational documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The proposed organizational documents adopt Delaware as the exclusive forum for certain stockholder litigation. See Article 11 of the proposed charter. |
| | | | |||
Perpetual Existence (Organizational Documents Proposal A) | | | The existing organizational documents provide that if we do not consummate a business combination (as defined in our existing organizational documents) by February 17, 2023, Tuatara will cease all operations except for the purposes of winding-up, liquidation and dissolution and shall redeem the shares issued in its initial public offering and liquidate its trust account. See Article 49.7 of the existing organizational documents. | | | The proposed organizational documents do not contain a provision with regard to the cessation of operations if we do not consummate a business combination by February 17, 2023 and New SpringBig’s existence will be perpetual. |
| | | | |||
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal A) | | | The existing organizational documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. See Article 49 of the existing organizational documents. | | | The proposed organizational documents do not include provisions related to our status as a blank check company prior to the consummation of a business combination. |
| | | | |||
Waiver of Corporate Opportunities (Organizational Documents Proposal A) | | | The existing organizational documents do not provide an explicit waiver of corporate opportunities for Tuatara or its directors. | | | The proposed organizational documents provide an explicit waiver of corporate opportunities for New SpringBig and its officers or directors, subject to certain exceptions. See Article 9 of the proposed charter. |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Classified Board of Directors (Organizational Documents Proposal B) | | | The existing organizational documents provide that the board of directors will be divided into two classes, with each class generally serving for a term of two years and only one class of directors being elected in each year. See Article 27 of the existing organizational documents. | | | The proposed organizational documents provide that the board of directors of New SpringBig will be divided into three classes, with each class generally serving for a term of three years and only one class of directors being elected in each year. See Article 5.2 of the proposed charter. |
| | | | |||
Removal for Cause (Organizational Documents Proposal C) | | | The existing organizational documents provide that any director may be removed from office (i) if prior to the consummation of a business combination, by an ordinary resolution of the holders of the Class B ordinary shares and (ii) if following the consummation of a business combination, by an ordinary resolution of the holders of ordinary shares. See Article 29 of the existing organizational documents. | | | The proposed charter provides that, any director may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. See Section 5.4 of the proposed charter. |
| | | | |||
Ability of Stockholder to Call a Special Meeting (Organizational Documents Proposal D) | | | The existing organizational documents do not permit the shareholders to call an extraordinary general meeting of Tuatara. See Article 20.1 and 20.3 of the existing organizational documents. | | | The proposed organizational documents provide that, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the stockholders of New SpringBig are not permitted to call a special meeting. See Article 7.1 of the proposed charter and Section 2.2 of the proposed bylaws. |
| | | | |||
Action by Written Consent (Organizational Documents Proposal E) | | | The existing organizational documents provide that a resolution in writing signed by all the shareholders entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a duly convened and held general meeting. See Article 22.3 of the existing organizational documents. | | | The proposed organizational documents provide that, any action required or permitted to be taken by New SpringBig stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. See Article 7.3 of the proposed charter and Section 2.9 of the proposed bylaws. |
| | | |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Authorized Shares (Organizational Documents Proposal F) | | | Our existing organizational documents authorize the issuance of up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share. See paragraph 5 of the existing organizational documents. | | | The proposed charter authorizes the issuance of shares of common stock and shares of preferred stock, each with a par value $0.0001 per share. See Article 4 of the proposed charter. |
• | Scenario 1 - Assuming No Redemptions: This presentation assumes that no Tuatara shareholders exercise redemption rights with respect to their Class A ordinary shares upon consummation of the business combination; and |
• | Scenario 2 - Assuming Maximum Redemptions: This presentation assumes that 19,700,054 shares of Tuatara Class A ordinary shares are redeemed for their pro rata share of the cash in the trust account. This presentation assumes that Tuatara shareholders exercise their redemption rights with respect to a maximum of 19,700,054 ordinary shares upon consummation of the business combination at a redemption price of approximately $10.00 per share. The maximum redemption amount reflects the maximum number of Tuatara public shares that can be redeemed without violating the conditions of the business combination agreement and the assumption that Tuatara’s Amended and Restated Memorandum and Articles of Association are amended such that they will not be required to maintain a minimum net tangible asset value of at least $5,000,001 at the time of the closing of the business combination, after giving effect to the payments to redeeming shareholders. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions. Should Tuatara’s shareholders attempt to redeem more than the maximum amount of 19,700,054 ordinary shares, it would be in violation of the conditions of the business combination agreement and Tuatara would not proceed with the business combination. Should the proposal to amend Tuatara’s Amended and Restated Memorandum and Articles of Association such that Tuatara will not be required to maintain a minimum net tangible asset value of at least $5,000,001 at the time of the closing of the business combination not be approved, Tuatara would not proceed with the business combination. |
| | SpringBig | | | Tuatara | | | Pro Forma Combined Scenario 1 Assuming No Redemptions into Cash | | | Pro Forma Combined Scenario 2 Assuming Maximum Redemptions into Cash | |
Statement of Operations Data – Year Ended December 31, 2021 | | | | | | | | | ||||
Revenues | | | $24,024 | | | $— | | | $24,024 | | | $24,024 |
Gross profit | | | $17,095 | | | $— | | | $17,095 | | | $17,095 |
Operating loss | | | $(6,532) | | | $(2,035) | | | $(20,437) | | | $(20,437) |
Net (loss) income | | | $(5,750) | | | $7,707 | | | $(12,025) | | | $(12,025) |
Net (loss) income per share – basic | | | $(0.43) | | | $0.35 | | | $(0.26) | | | $(0.46) |
Net (loss) income per share – diluted | | | $(0.43) | | | $0.34 | | | $(0.26) | | | $(0.46) |
| | | | | | | | |||||
Balance Sheet Data – As of December 31, 2021 | | | | | | | | | ||||
Total current assets | | | $6,479 | | | $881 | | | $210,071 | | | $13,035 |
Total assets | | | $7,043 | | | $200,917 | | | $210,635 | | | $13,599 |
Total current liabilities | | | $2,584 | | | $1,663 | | | $2,692 | | | $2,692 |
Total liabilities | | | $2,584 | | | $18,103 | | | $20,299 | | | $20,299 |
Temporary equity | | | $— | | | $200,000 | | | $— | | | $— |
Total shareholders’ equity (deficit) | | | $4,459 | | | $(17,186) | | | $190,336 | | | $(6,700) |
(in thousands, except share and per share data) | | | SpringBig | | | Tuatara | | | Pro Forma Combined Assuming No Redemptions into Cash | | | Pro Forma Combined Assuming Maximum Redemptions into Cash |
Year Ended December 31, 2021 | | | | | | | | | ||||
Net (loss) income | | | $(5,750) | | | $7,707 | | | $(12,025) | | | $(12,025) |
Shareholders’ equity (deficit) | | | 4,459 | | | (17,186) | | | 190,336 | | | (6,700) |
Weighted average shares outstanding – basic | | | 13,385,267 | | | 22,287,671 | | | 46,810,000 | | | 26,409,892 |
Basic net (loss) income per share | | | (0.43) | | | 0.35 | | | (0.26) | | | (0.46) |
Weighted average shares outstanding – diluted | | | 13,385,267 | | | 22,369,863 | | | 46,810,000 | | | 26,409,892 |
Diluted net (loss) income per share | | | (0.43) | | | 0.34 | | | (0.26) | | | (0.46) |
| | | | | | | | |||||
Book value per share – basic and diluted | | | 0.33 | | | (0.77) | | | 4.07 | | | (0.25) |
| | | | | | | | |||||
Cash dividends declared per share – basic and diluted | | | — | | | — | | | — | | | — |
($ in millions) | | | 2021E | | | 2022E | | | 2023E | | | 2024E |
Retail Revenue | | | $23.2 | | | $35.3 | | | $55.1 | | | $85.2 |
Brands Revenue | | | 0.8 | | | 3.1 | | | 8.2 | | | 19.1 |
Total Revenue | | | $24.0 | | | $38.2 | | | $63.3 | | | $104.3 |
% Growth | | | 58% | | | 60% | | | 65% | | | 65% |
Gross Profit | | | $17.4 | | | $29.5 | | | $49.4 | | | $81.4 |
% Margin | | | 73% | | | 77% | | | 78% | | | 78% |
Operating Expenses(1) | | | (22.1) | | | (31.8) | | | (40.1) | | | (52.9) |
EBITDA(2) | | | $(4.6) | | | ($2.2) | | | $9.2 | | | $28.4 |
% Margin | | | (15%) | | | (6%) | | | 15% | | | 27% |
○ | The Share Conversion Ratio is determined by dividing (i) $215 million by (ii) the aggregate number of issued and outstanding SpringBig capital stock as of immediately prior to the effective time of the business combination and the aggregate number of SpringBig shares issuable upon the exercise of all SpringBig vested stock options (calculated using the treasury method of accounting) to determine the “Per Share Equity Value” and then dividing the Per Share Equity Value by $10.00. |
(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 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 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 SpringBig shareholders and Engaged Option Holders. |
• | Market leaders: Leading companies by sales, geographic reach, or innovation, in our target sub-sectors; |
• | Institutional-level operations and financial controls: Companies that have the underlying infrastructure and operations to build a public company platform; |
• | Established growth: Rapidly growing businesses with a proven financial track record or demonstrated success in business model; |
• | Scalability: Companies with a clear strategy and demonstrated pathway to scale in their respective state markets and beyond; |
• | Exceptional managers: Talented management teams with integrity that seek to increase their companies’ growth trajectories and be trailblazing innovators; and |
• | Opportunity for value creation: Like-minded operators open to strategic resources and influence at the board level. |
○ | Twilio Inc. |
○ | HubSpot, Inc. |
○ | Qualtrics International Inc. |
○ | Squarespace, Inc. |
○ | Sprout Social, Inc. |
○ | DoubleVerify Holdings, Inc. |
○ | Freshworks Inc. |
○ | Adobe Inc. |
○ | Shopify Inc. |
○ | Coupa Software Incorporated |
○ | Lightspeed Commerce Inc. |
○ | Global-e Online ltd. |
○ | Olo Inc. |
○ | Sprinklr, Inc. |
○ | BigCommerce Holdings, Inc. |
○ | Similarweb Ltd. |
○ | Toast, Inc. |
○ | DocuSign, Inc. |
○ | UiPath Inc. |
○ | Bill.com Holdings, Inc. |
○ | Asana, Inc. |
○ | Avalara, Inc. |
○ | Procore Technologies, Inc. |
○ | ZoomInfo Technologies Inc. |
○ | monday.com Ltd |
○ | Anaplan, Inc. |
○ | BlackLine, Inc. |
○ | Everbridge, Inc. |
○ | Smartsheet Inc. |
○ | WalkMe Ltd. |
○ | WM Technology, Inc. |
○ | Leafly Holdings Inc. |
| | | EV / 2023 Revenue | | ||||
| | | Median | | | Mean | | |
| Cannabis Software | | | 4.0x | | | 4.0x | |
| Marketing / Customer Engagement | | | 7.3x | | | 8.1x | |
| Commerce / POS | | | 6.0x | | | 6.5x | |
| SaaS Software | | | 8.5x | | | 10.1x | |
| Overall | | | 7.3x | | | 8.2x | |
• | Category Leading Customer Loyalty and Marketing Automation Platform. We view SpringBig as a leading customer loyalty and marketing platform that addresses a large, rapidly growing, highly regulated and fragmented cannabis end market. |
• | High Growth Recurring Software-as-a-Service (“SaaS”) Business Model with “Sticky” Customer Base. SpringBig’s customer base includes both the largest cannabis enterprise clients and small to medium businesses. SpringBig has demonstrated the ability to expand existing relationships with customers resulting in high net revenue retention and low customer churn. |
• | High Growth Business with Multiple Channels for Organic Growth. SpringBig’s business model serving its retail customers is positively correlated with the growth rate of additional states’ legalization of cannabis, thereby increasing both the consumer base and their corresponding spend. SpringBig anticipates capturing marketing spend from cannabis brands as their offerings of branded products increases. In addition, when legally permissible, SpringBig will have the potential for gross merchandise value monetization from its customers. |
• | Significant Market Opportunity. The addressable market for cannabis products and services is substantial, with U.S. retail sales of cannabis in 2020 reaching approximately $20 billion. The U.S. cannabis market has been projected to double over the next five years. |
• | Powerful Data. SpringBig develops unique and increasing volumes of data assets that power insights for its customers in a high growth industry. |
• | Consolidation Opportunity. Opportunity to create the leading marketing technology platform in cannabis through the execution of a successful M&A strategy in a fragmented technology ecosystem. |
• | Proven Management Team. SpringBig has an experienced management team with a proven track record of operational excellence. We believe that the management team has deep industry knowledge and strategic vision and also believe that the Tuatara and SpringBig teams will form a collaborative and effective long-term partnership that is positioned to create and enhance stockholder value going forward. |
• | Favorable Entry Valuation and Financial Metrics. The proposed enterprise value of $275 million implies a 4.3x multiple to 2023 estimated revenues, which compares favorably with trading multiples of companies deemed comparable to SpringBig in certain aspects. These include marketing/customer engagement software, vertical SaaS software, and commerce/POS software, which we observed to trade at an average of 8.1x, 10.1x, and 6.5x of an enterprise value to 2023 estimated revenue multiple, respectively. |
• | Strong Sponsorship. Following the closing, Tuatara is expected to have long-term blue chip shareholders and a permanent capital and public platform suitable for its long-term success, providing stability to all stakeholders. |
• | Equity Investment. $13,100,000 of private capital from affiliates of Tuatara and SpringBig has been committed, which indicates strong support from parties knowledgeable about the business of the company. |
• | Terms of the Merger Agreement. Our board of directors reviewed the financial and other terms and conditions of the merger agreement and determined that they were reasonable and were the product of arm’s-length negotiations among the parties. |
• | Shareholder Approval. Our board of directors considered the fact that in connection with the business combination our shareholders have the option to (i) remain shareholders of Tuatara, (ii) sell their shares on the open market or (iii) redeem their shares for the per share amount held in the trust account. |
• | Independent Director Role. Our board of directors is comprised of a majority of independent directors who are not affiliated with our sponsor and its affiliates. In connection with the business combination, our independent directors took an active role in evaluating the proposed terms of the business combination, including the merger agreement and the related agreements. Our independent directors evaluated and unanimously approved, as members of our board of directors, the merger agreement and the related agreements and the transactions contemplated thereby. |
• | Other Alternatives. Our board of directors’ belief is that the business combination represents the best potential business combination for Tuatara based upon the process utilized to evaluate and assess other potential acquisition targets, and our board of directors’ and management’s belief that such processes did not present a better alternative. |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Corporate Name (Organizational Documents Proposal A) | | | The existing organizational documents provide the name of the company is “Tuatara Capital Acquisition Corporation” See paragraph 1 of the existing organizational documents. | | | The proposed organizational documents provide the new name of the corporation to be “ .” See Article 1 of the proposed charter. |
| | | | |||
Exclusive Forum (Organizational Documents Proposal A) | | | The existing organizational documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The proposed organizational documents adopt Delaware as the exclusive forum for certain stockholder litigation. See Article 11 of the proposed charter. |
| | | | |||
Perpetual Existence (Organizational Documents Proposal A) | | | The existing organizational documents provide that if we do not consummate a business combination (as defined in our existing organizational documents) by February 17, 2023, Tuatara will cease all operations except for the purposes of winding-up, liquidation and dissolution and shall redeem the shares issued in its initial public offering and liquidate its trust account. See Article 49.7 of the existing organizational documents. | | | The proposed organizational documents do not contain a provision with regard to the cessation of operations if we do not consummate a business combination by February 17, 2023 and New SpringBig’s existence will be perpetual. |
| | | | |||
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal A) | | | The existing organizational documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. See Article 49 of the existing organizational documents. | | | The proposed organizational documents do not include provisions related to our status as a blank check company prior to the consummation of a business combination. |
| | | | |||
Waiver of Corporate Opportunities (Organizational Documents Proposal A) | | | The existing organizational documents do not provide an explicit waiver of corporate opportunities for Tuatara or its directors. | | | The proposed organizational documents provide an explicit waiver of corporate opportunities for New SpringBig and its officers or directors, subject to certain exceptions. See Article 9 of the proposed charter. |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Classified Board of Directors (Organizational Documents Proposal B) | | | The existing organizational documents provide that the board of directors will be divided into two classes, with each class generally serving for a term of two years and only one class of directors being elected in each year. See Article 27 of the existing organizational documents. | | | The proposed organizational documents provide that the board of directors of New SpringBig will be divided into three classes, with each class generally serving for a term of three years and only one class of directors being elected in each year. See Article 5.2 of the proposed charter. |
| | | | |||
Removal for Cause (Organizational Documents Proposal C) | | | The existing organizational documents provide that any director may be removed from office (i) if prior to the consummation of a business combination, by an ordinary resolution of the holders of the Class B ordinary shares and (ii) if following the consummation of a business combination, by an ordinary resolution of the holders of ordinary shares. See Article 29 of the existing organizational documents. | | | The proposed charter provides that, any director may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. See Section 5.4 of the proposed charter. |
| | | | |||
Ability of Stockholder to Call a Special Meeting (Organizational Documents Proposal D) | | | The existing organizational documents do not permit the shareholders to call an extraordinary general meeting of Tuatara. See Article 20.1 and 20.3 of the existing organizational documents. | | | The proposed organizational documents provide that, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the stockholders of New SpringBig are not permitted to call a special meeting. See Article 7.1 of the proposed charter and Section 2.2 of the proposed bylaws. |
| | | | |||
Action by Written Consent (Organizational Documents Proposal E) | | | The existing organizational documents provide that a resolution in writing signed by all the shareholders entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a duly convened and held general meeting. See Article 22.3 of the existing organizational documents. | | | The proposed organizational documents provide that, any action required or permitted to be taken by New SpringBig stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. See Article 7.3 of the proposed charter and Section 2.9 of the proposed bylaws. |
| | | |
| | Existing Organizational Documents | | | Proposed Organizational Documents | |
Authorized Shares (Organizational Documents Proposal F) | | | Our existing organizational documents authorize the issuance of up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share. See paragraph 5 of the existing organizational documents. | | | The proposed charter authorizes the issuance of shares of common stock and shares of preferred stock, each with a par value $0.0001 per share. See Article 4 of the proposed charter. |
• | Scenario 1 - Assuming No Redemptions: This presentation assumes that no Tuatara shareholders exercise redemption rights with respect to their Class A ordinary shares upon consummation of the business combination; and |
• | Scenario 2 - Assuming Maximum Redemptions: This presentation assumes that 19,700,054 shares of Tuatara Class A ordinary shares are redeemed for their pro rata share of the cash in the trust account. This presentation assumes that Tuatara shareholders exercise their redemption rights with respect to a maximum of 19,700,054 ordinary shares upon consummation of the business combination at a redemption price of approximately $10.00 per share. The maximum redemption amount reflects the maximum number of Tuatara public shares that can be redeemed without violating the conditions of the business combination agreement and the assumption that Tuatara’s Amended and Restated Memorandum and Articles of Association are amended such that they will not be required to maintain a minimum net tangible asset value of at least $5,000,001 at the time of the closing of the business combination, after giving effect to the payments to redeeming shareholders. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions. Should Tuatara’s shareholders attempt to redeem more than the maximum amount of 19,700,054 ordinary shares, it would be in violation of the conditions of the business combination agreement and Tuatara would not proceed with the business combination. Should the proposal to amend Tuatara’s Amended and Restated Memorandum and Articles of Association such that Tuatara will not be required to maintain a minimum net tangible asset value of at least $5,000,001 at the time of the closing of the business combination not be approved, Tuatara would not proceed with the business combination. |
| | SpringBig | | | Tuatara | | | Pro Forma Combined Scenario 1 Assuming No Redemptions into Cash | | | Pro Forma Combined Scenario 2 Assuming Maximum Redemptions into Cash | |
Statement of Operations Data – Year Ended December 31, 2021 | | | | | | | | | ||||
Revenues | | | $24,024 | | | $— | | | $24,024 | | | $24,024 |
Gross profit | | | $17,095 | | | $— | | | $17,095 | | | $17,095 |
Operating loss | | | $(6,532) | | | $(2,035) | | | $(20,437) | | | $(20,437) |
Net (loss) income | | | $(5,750) | | | $7,707 | | | $(12,025) | | | $(12,025) |
Net (loss) income per share – basic | | | $(0.43) | | | $0.35 | | | $(0.26) | | | $(0.46) |
Net (loss) income per share – diluted | | | $(0.43) | | | $0.34 | | | $(0.26) | | | $(0.46) |
| | | | | | | | |||||
Balance Sheet Data – As of December 31, 2021 | | | | | | | | | ||||
Total current assets | | | $6,479 | | | $881 | | | $210,071 | | | $13,035 |
Total assets | | | $7,043 | | | $200,917 | | | $210,635 | | | $13,599 |
Total current liabilities | | | $2,584 | | | $1,663 | | | $2,692 | | | $2,692 |
Total liabilities | | | $2,584 | | | $18,103 | | | $20,299 | | | $20,299 |
Temporary equity | | | $— | | | $200,000 | | | $— | | | $— |
Total shareholders’ equity (deficit) | | | $4,459 | | | $(17,186) | | | $190,336 | | | $(6,700) |
(in thousands, except share and per share data) | | | SpringBig | | | Tuatara | | | Pro Forma Combined Assuming No Redemptions into Cash | | | Pro Forma Combined Assuming Maximum Redemptions into Cash |
Year Ended December 31, 2021 | | | | | | | | | ||||
Net (loss) income | | | $(5,750) | | | $7,707 | | | $(12,025) | | | $(12,025) |
Shareholders’ equity (deficit) | | | 4,459 | | | (17,186) | | | 190,336 | | | (6,700) |
Weighted average shares outstanding – basic | | | 13,385,267 | | | 22,287,671 | | | 46,810,000 | | | 26,409,892 |
Basic net (loss) income per share | | | (0.43) | | | 0.35 | | | (0.26) | | | (0.46) |
Weighted average shares outstanding – diluted | | | 13,385,267 | | | 22,369,863 | | | 46,810,000 | | | 26,409,892 |
Diluted net (loss) income per share | | | (0.43) | | | 0.34 | | | (0.26) | | | (0.46) |
| | | | | | | | |||||
Book value per share – basic and diluted | | | 0.33 | | | (0.77) | | | 4.07 | | | (0.25) |
| | | | | | | | |||||
Cash dividends declared per share – basic and diluted | | | — | | | — | | | — | | | — |
○ | The Share Conversion Ratio is determined by dividing (i) $215 million by (ii) the aggregate number of issued and outstanding SpringBig capital stock as of immediately prior to the effective time of the business combination and the aggregate number of SpringBig shares issuable upon the exercise of all SpringBig vested stock options (calculated using the treasury method of accounting) to determine the “Per Share Equity Value” and then dividing the Per Share Equity Value by $10.00. |
(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 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 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 SpringBig shareholders and Engaged Option Holders. |
• | Market leaders: Leading companies by sales, geographic reach, or innovation, in our target sub-sectors; |
• | Institutional-level operations and financial controls: Companies that have the underlying infrastructure and operations to build a public company platform; |
• | Established growth: Rapidly growing businesses with a proven financial track record or demonstrated success in business model; |
• | Scalability: Companies with a clear strategy and demonstrated pathway to scale in their respective state markets and beyond; |
• | Exceptional managers: Talented management teams with integrity that seek to increase their companies’ growth trajectories and be trailblazing innovators; and |
• | Opportunity for value creation: Like-minded operators open to strategic resources and influence at the board level. |
○ | Twilio Inc. |
○ | HubSpot, Inc. |
○ | Qualtrics International Inc. |
○ | Squarespace, Inc. |
○ | Sprout Social, Inc. |
○ | DoubleVerify Holdings, Inc. |
○ | Freshworks Inc. |
○ | Adobe Inc. |
○ | Shopify Inc. |
○ | Coupa Software Incorporated |
○ | Lightspeed Commerce Inc. |
○ | Global-e Online ltd. |
○ | Olo Inc. |
○ | Sprinklr, Inc. |
○ | BigCommerce Holdings, Inc. |
○ | Similarweb Ltd. |
○ | Toast, Inc. |
○ | DocuSign, Inc. |
○ | UiPath Inc. |
○ | Bill.com Holdings, Inc. |
○ | Asana, Inc. |
○ | Avalara, Inc. |
○ | Procore Technologies, Inc. |
○ | ZoomInfo Technologies Inc. |
○ | monday.com Ltd |
○ | Anaplan, Inc. |
○ | BlackLine, Inc. |
○ | Everbridge, Inc. |
○ | Smartsheet Inc. |
○ | WalkMe Ltd. |
○ | WM Technology, Inc. |
○ | Leafly Holdings Inc. |
| | | EV / 2023 Revenue | | ||||
| | | Median | | | Mean | | |
| Cannabis Software | | | 4.0x | | | 4.0x | |
| Marketing / Customer Engagement | | | 7.3x | | | 8.1x | |
| Commerce / POS | | | 6.0x | | | 6.5x | |
| SaaS Software | | | 8.5x | | | 10.1x | |
| Overall | | | 7.3x | | | 8.2x | |
• | Category Leading Customer Loyalty and Marketing Automation Platform. We view SpringBig as a leading customer loyalty and marketing platform that addresses a large, rapidly growing, highly regulated and fragmented cannabis end market. |
• | High Growth Recurring Software-as-a-Service (“SaaS”) Business Model with “Sticky” Customer Base. SpringBig’s customer base includes both the largest cannabis enterprise clients and small to medium businesses. SpringBig has demonstrated the ability to expand existing relationships with customers resulting in high net revenue retention and low customer churn. |
• | High Growth Business with Multiple Channels for Organic Growth. SpringBig’s business model serving its retail customers is positively correlated with the growth rate of additional states’ legalization of cannabis, thereby increasing both the consumer base and their corresponding spend. SpringBig anticipates capturing marketing spend from cannabis brands as their offerings of branded products increases. In addition, when legally permissible, SpringBig will have the potential for gross merchandise value monetization from its customers. |
• | Significant Market Opportunity. The addressable market for cannabis products and services is substantial, with U.S. retail sales of cannabis in 2020 reaching approximately $20 billion. The U.S. cannabis market has been projected to double over the next five years. |
• | Powerful Data. SpringBig develops unique and increasing volumes of data assets that power insights for its customers in a high growth industry. |
• | Consolidation Opportunity. Opportunity to create the leading marketing technology platform in cannabis through the execution of a successful M&A strategy in a fragmented technology ecosystem. |
• | Proven Management Team. SpringBig has an experienced management team with a proven track record of operational excellence. We believe that the management team has deep industry knowledge and strategic vision and also believe that the Tuatara and SpringBig teams will form a collaborative and effective long-term partnership that is positioned to create and enhance stockholder value going forward. |
• | Favorable Entry Valuation and Financial Metrics. The proposed enterprise value of $275 million implies a 4.3x multiple to 2023 estimated revenues, which compares favorably with trading multiples of companies deemed comparable to SpringBig in certain aspects. These include marketing/customer engagement software, vertical SaaS software, and commerce/POS software, which we observed to trade at an average of 8.1x, 10.1x, and 6.5x of an enterprise value to 2023 estimated revenue multiple, respectively. |
• | Strong Sponsorship. Following the closing, Tuatara is expected to have long-term blue chip shareholders and a permanent capital and public platform suitable for its long-term success, providing stability to all stakeholders. |
• | Equity Investment. $13,100,000 of private capital from affiliates of Tuatara and SpringBig has been committed, which indicates strong support from parties knowledgeable about the business of the company. |
• | Terms of the Merger Agreement. Our board of directors reviewed the financial and other terms and conditions of the merger agreement and determined that they were reasonable and were the product of arm’s-length negotiations among the parties. |
• | Shareholder Approval. Our board of directors considered the fact that in connection with the business combination our shareholders have the option to (i) remain shareholders of Tuatara, (ii) sell their shares on the open market or (iii) redeem their shares for the per share amount held in the trust account. |
• | Independent Director Role. Our board of directors is comprised of a majority of independent directors who are not affiliated with our sponsor and its affiliates. In connection with the business combination, our independent directors took an active role in evaluating the proposed terms of the business combination, including the merger agreement and the related agreements. Our independent directors evaluated and unanimously approved, as members of our board of directors, the merger agreement and the related agreements and the transactions contemplated thereby. |
• | Other Alternatives. Our board of directors’ belief is that the business combination represents the best potential business combination for Tuatara based upon the process utilized to evaluate and assess other potential acquisition targets, and our board of directors’ and management’s belief that such processes did not present a better alternative. |
($ in millions) | | | 2021E | | | 2022E | | | 2023E | | | 2024E |
Retail Revenue | | | $23.2 | | | $35.3 | | | $55.1 | | | $85.2 |
Brands Revenue | | | 0.8 | | | 3.1 | | | 8.2 | | | 19.1 |
Total Revenue | | | $24.0 | | | $38.2 | | | $63.3 | | | $104.3 |
% Growth | | | 58% | | | 60% | | | 65% | | | 65% |
Gross Profit | | | $17.4 | | | $29.5 | | | $49.4 | | | $81.4 |
% Margin | | | 73% | | | 77% | | | 78% | | | 78% |
Operating Expenses(1) | | | (22.1) | | | (31.8) | | | (40.1) | | | (52.9) |
EBITDA(2) | | | $(4.6) | | | ($2.2) | | | $9.2 | | | $28.4 |
% Margin | | | (15%) | | | (6%) | | | 15% | | | 27% |
(1) | Operating expenses include the estimated expenses and costs associated with being a public company. |
(2) | EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is a non-GAAP measure, with the closest GAAP metric being net income. EBITDA as set forth above excludes non-cash stock compensation expenses. |
Sources | | | | | Uses | | | | | | | Uses | | | ||||
| (in millions) | | | | (in millions) | | | |||||||||||
Cash in trust | | $200(1) | | Equity issued to SpringBig | | $245 | | $200(1) | | Equity issued to SpringBig | | $215 | ||||||
SpringBig shareholder equity rollover | | $245 | | Cash to balance sheet | | $198 | | $215 | | Cash to balance sheet | | $203 | ||||||
PIPE subscription financing | | $13 | | Estimated transaction expenses | | $20 | | $13 | | Estimated transaction expenses | | $20 | ||||||
Existing SpringBig cash | | $5 | | | ||||||||||||||
Convertible note offering | | $10 | | | ||||||||||||||
Total Sources | | $463 | | Total Uses | | $463 | | $438 | | Total Uses | | $438 |
(1) | Does not include interest earned on cash in trust. |
• | Scenario 1 - Assuming No Redemptions: This presentation assumes that no Tuatara shareholders exercise redemption rights with respect to their Class A ordinary shares upon consummation of the business combination; and |
• | Scenario 2 - Assuming Maximum Redemptions: This presentation assumes that 19,700,054 shares of Tuatara Class A ordinary shares are redeemed for their pro rata share of the cash in the trust account. This presentation assumes that Tuatara shareholders exercise their redemption rights with respect to a maximum of 19,700,054 ordinary shares upon consummation of the business combination at a redemption price of approximately $10.00 per share. The maximum redemption amount reflects the maximum number of Tuatara public shares that can be redeemed without violating the conditions of the business combination agreement and the assumption that Tuatara’s Amended and Restated Memorandum and Articles of Association are amended such that they will not be required to maintain a minimum net tangible asset value of at least $5,000,001 at the time of the closing of the business combination, after giving effect to the payments to redeeming shareholders. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions. Should Tuatara’s shareholders attempt to redeem more than the maximum amount of 19,700,054 ordinary shares, it would be in violation of the conditions of the business combination agreement and Tuatara would not proceed with the business combination. Should the proposal to amend Tuatara’s Amended and Restated Memorandum and Articles of Association such that Tuatara will not be required to maintain a minimum net tangible asset value of at least $5,000,001 at the time of the closing of the business combination not be approved, Tuatara would not proceed with the business combination. |
| | SpringBig | | | Tuatara | | | Pro Forma Combined Scenario 1 Assuming No Redemptions into Cash | | | Pro Forma Combined Scenario 2 Assuming Maximum Redemptions into Cash | |
Statement of Operations Data – Year Ended December 31, 2021 | | | | | | | | | ||||
Revenues | | | $24,024 | | | $— | | | $24,024 | | | $24,024 |
Gross profit | | | $17,095 | | | $— | | | $17,095 | | | $17,095 |
Operating loss | | | $(6,532) | | | $(2,035) | | | $(20,437) | | | $(20,437) |
Net (loss) income | | | $(5,750) | | | $7,707 | | | $(12,025) | | | $(12,025) |
Net (loss) income per share – basic | | | $(0.43) | | | $0.35 | | | $(0.26) | | | $(0.46) |
Net (loss) income per share – diluted | | | $(0.43) | | | $0.34 | | | $(0.26) | | | $(0.46) |
| | | | | | | | |||||
Balance Sheet Data – As of December 31, 2021 | | | | | | | | | ||||
Total current assets | | | $6,479 | | | $881 | | | $210,071 | | | $13,035 |
Total assets | | | $7,043 | | | $200,917 | | | $210,635 | | | $13,599 |
Total current liabilities | | | $2,584 | | | $1,663 | | | $2,692 | | | $2,692 |
Total liabilities | | | $2,584 | | | $18,103 | | | $20,299 | | | $20,299 |
Temporary equity | | | $— | | | $200,000 | | | $— | | | $— |
Total shareholders’ equity (deficit) | | | $4,459 | | | $(17,186) | | | $190,336 | | | $(6,700) |
(in thousands, except share and per share data) | | | SpringBig | | | Tuatara | | | Pro Forma Combined Assuming No Redemptions into Cash | | | Pro Forma Combined Assuming Maximum Redemptions into Cash |
Year Ended December 31, 2021 | | | | | | | | | ||||
Net (loss) income | | | $(5,750) | | | $7,707 | | | $(12,025) | | | $(12,025) |
Shareholders’ equity (deficit) | | | 4,459 | | | (17,186) | | | 190,336 | | | (6,700) |
Weighted average shares outstanding – basic | | | 13,385,267 | | | 22,287,671 | | | 46,810,000 | | | 26,409,892 |
Basic net (loss) income per share | | | (0.43) | | | 0.35 | | | (0.26) | | | (0.46) |
Weighted average shares outstanding – diluted | | | 13,385,267 | | | 22,369,863 | | | 46,810,000 | | | 26,409,892 |
Diluted net (loss) income per share | | | (0.43) | | | 0.34 | | | (0.26) | | | (0.46) |
| | | | | | | | |||||
Book value per share – basic and diluted | | | 0.33 | | | (0.77) | | | 4.07 | | | (0.25) |
| | | | | | | | |||||
Cash dividends declared per share – basic and diluted | | | — | | | — | | | — | | | — |
The market for our securities may be volatile following the closing. Following the business combination, the price of our securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. The price of our securities after the business combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. A significant portion of our total outstanding shares may be sold into the market in the near future. This could cause the market price of our ordinary shares to drop significantly, even if our business is doing well. Sales of a substantial number of ordinary shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our ordinary shares. After the consummation of the business combination (based on the assumptions as described in the last paragraph of the section entitled “Certain Defined Terms”), the post-merger SpringBig equity holders will hold approximately 49.2% of our total outstanding shares, the subscription investors hold approximately 2.6% of our total outstanding shares, our sponsor will hold approximately 8.0% of our total outstanding shares and our officers and directors will hold approximately % of our total outstanding shares, which does not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the business combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of our securities may decline. If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the closing may decline. The market values of our securities at the time of the business combination may vary significantly from their prices on the date the merger agreement was executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the business combination. 94 In addition, following the business combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. Factors affecting the trading price of our securities following the business combination may include: actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; changes in the market’s expectations about our operating results; success of competitors; our operating results failing to meet the expectation of securities analysts or investors in a particular period; changes in financial estimates and recommendations by securities analysts concerning New SpringBig or the market in general; operating and stock price performance of other companies that investors deem comparable to New SpringBig; changes in laws and regulations affecting our business; commencement of, or involvement in, litigation involving New SpringBig; changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; the volume of shares available for public sale; any major change in our board of directors or management; sales of substantial amounts of securities by our directors, executive officers or significant shareholders or the perception that such sales could occur; general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and other developments affecting the cannabis industry. Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies, notably in the cannabis industry, which investors perceive to be similar to New SpringBig could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price for our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. Following the business combination, if securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline. The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If any of the analysts who may cover New SpringBig change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover New SpringBig were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline. New SpringBig may be unable to obtain additional financing to fund its operations or growth. New SpringBig may require additional financing to fund its operations or growth. The failure to secure additional financing could have a material adverse effect on the continued development or growth of New SpringBig. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. 95 Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations. We are subject to laws, regulations and rules enacted by national, regional and local governments and the Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on our business and results of operations. Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations. Following our domestication as a Delaware corporation, we will be subject to income and other taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: changes in the valuation of our deferred tax assets and liabilities; expected timing and amount of the release of any tax valuation allowances; tax effects of stock-based compensation; costs related to intercompany restructurings; changes in tax laws, regulations or interpretations thereof; or lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations. Our shareholders will experience immediate dilution as a consequence of the issuance of common stock in connection with the business combination and may experience dilution in the future as a result of the Convertible Notes Financing and the Cantor Equity Financing. In connection with the business combination, we will issue 21,500,000 shares of common stock to post-merger SpringBig equity holders and 1,310,000 shares of common stock pursuant to the subscription agreements. As a result, following the consummation of the business combination and related transactions, our public shareholders will hold 21,000,000 shares of common stock of New SpringBig, or approximately 44.9% of New SpringBig issued and outstanding common stock (assuming that no holders of public shares elect to redeem their shares for a portion of the trust account and we do not otherwise issue any additional shares in connection with the business combination), which does not take into account any warrants that will be outstanding as of the closing and may be exercised. Additionally, we have entered into a purchase agreement for the Convertible Notes Financing, pursuant to which we will issue notes which are convertible into shares of common stock as well as warrants which are exercisable into shares of common stock. We have also entered into a purchase agreement for the Cantor Equity Financing, pursuant to which we may, from time to time, issue shares of common stock under the Facility. The conversion of outstanding Notes and exercise of outstanding Warrants into shares of common stock at an anticipated conversion and exercise price of $12.00 per share may be below the market price of New SpringBig’s common stock. Depending on the market price of our common stock, this may cause a decrease or create a ceiling on the market price of our common stock. Additionally, assuming utilization of the Cantor Equity Financing Facility, CF Principal Investments LLC will receive shares of common stock for up to thirty-six (36) months at a discount to the then current market price with an incentive to sell such shares immediately. Each of these financings may result in the issuance of additional common stock, which would further dilute our existing shareholders, and may in turn decrease the trading price of the stock. 96 We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could remain an emerging growth company for up to five years from the date of our IPO, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. SpringBig’s financial results forecast relies in large part upon assumptions and analyses developed by SpringBig. If these assumptions or analyses prove to be incorrect, SpringBig’s actual results may be materially different from its forecasted results. The projected financial information appearing elsewhere in this proxy statement/prospectus reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to SpringBig’s business, all of which are difficult to predict and many of which are beyond SpringBig’s and Tuatara’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, these financial projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks and uncertainties set forth in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of this proxy statement/prospectus. In addition, SpringBig’s projected revenue forecast is based on a variety of regulatory and operational assumptions, including available retail licenses across the U.S. and Canada, number of paying clients, and average monthly revenue per paying client and its projected gross margin and adjusted Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”) forecasts are driven by web hosting, internet service, and credit card processing expenses, sales and marketing expenses, product development expenses, and other general and administrative expenses. The financial projections were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. None of 97 SpringBig’s independent registered accounting firm, Tuatara’s independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Tuatara, our board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Unfavorable changes in any of these or other factors, most of which are beyond SpringBig’s or Tuatara’s control, could materially and adversely affect its business, results of operations and financial results. Our management will be required to evaluate the effectiveness of our internal control over financial reporting. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports. As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting. Additionally, once we no longer qualify as an “emerging growth company,” our auditor will be required to deliver an attestation report on the effectiveness of our disclosure controls and internal control over financial reporting. An adverse report may be issued in the event our auditor is not satisfied with the level at which our controls are documented, designed or operating. When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is ineffective, or if our auditor is unable to express an opinion as to the effectiveness of our internal control over financial reporting, we could fail to meet our reporting obligations or be required to restate our financial statements for prior periods. In addition, our internal control over financial reporting will not prevent or detect all errors and fraud. Because of the inherent limitations in all control systems, no evaluation can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. If there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting of our internal control, investors may lose confidence in the accuracy and completeness of our financial reports and that could cause the price of our common stock to decline. In addition, we could become subject to investigations by the applicable stock exchange, the SEC or other regulatory authorities, which could require additional management attention and which could adversely affect our business. We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives. If we complete the Business Combination and become a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and the applicable stock exchange. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage our transition into a public company. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, its board committees or as executive officers. 98 Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the business combination, require substantial financial and management resources and increase the time and costs of completing the business combination. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because SpringBig is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of SpringBig as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to us after the business combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether its internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our common stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Risks Related to Domestication Upon completion of the business combination, the rights of holders of New SpringBig’s common stock arising under the DGCL will differ from and may be less favorable than the rights of holders of Tuatara’s ordinary shares arising under the Cayman Islands Companies Act. Upon completion of the business combination, the rights of holders of New SpringBig’s common stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Cayman Islands Companies Act, and, therefore, some rights of holders of the New SpringBig’s common stock could differ from the rights that holders of Tuatara ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that New SpringBig becomes involved in costly litigation, which could have a material adverse effect on New SpringBig. For a more detailed description of the rights of holders of New SpringBig’s common stock under the DGCL and how they may differ from the rights of holders of Tuatara ordinary shares under the Cayman Islands Companies Act, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights” beginning on page 52. Forms of the proposed organizational documents of New SpringBig are attached as Annexes B and C to this proxy statement/prospectus and we urge you to read them. Delaware law and New SpringBig’s proposed organizational documents contain certain provisions, including anti-takeover provisions, that concentrate power with management and may limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. The proposed organizational documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that concentrate power with management and could make it difficult for stockholders to take certain actions, including removal of directors and effecting changes to New SpringBig’s management. Such provisions could also have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the New SpringBig Board and therefore depress the trading price of New SpringBig Common Stock. Among other things, the proposed organizational documents include provisions regarding: a classified board of directors; the requirement that stockholder actions must be effected at a duly called stockholder meeting and a prohibition on actions by the stockholders by written consent; limitations on who may call stockholder meetings, including prohibition on stockholders’ ability to call a special meeting; advance notice procedures with which stockholders must comply to nominate candidates to the New SpringBig Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders; limitations on the manner by which stockholders can remove directors from the New SpringBig Board, including that directors may only be removed for cause; 99 the ability of the New SpringBig Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; and an exclusive forum provision. See “—New SpringBig’s proposed organizational documents will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between New SpringBig and its stockholders, to the fullest extent permitted by law, which could limit New SpringBig’s stockholders’ ability to obtain a favorable judicial forum for disputes with New SpringBig or its directors, officers, stockholders, employees or agents.” Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. New SpringBig’s proposed organizational documents will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between New SpringBig and its stockholders, to the fullest extent permitted by law, which could limit New SpringBig’s stockholders’ ability to obtain a favorable judicial forum for disputes with New SpringBig or its directors, officers, stockholders, employees or agents. New SpringBig’s proposed organizational documents that will be in effect upon the domestication provide that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: any derivative action or proceeding brought on behalf of New SpringBig; any action or proceeding (including any class action) asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of New SpringBig to New SpringBig or New SpringBig’s stockholders; any action or proceeding (including any class action) asserting a claim against New SpringBig or any current or former director, officer or other employee of the Company arising out of or pursuant to any provision of the DGCL, the proposed charter and proposed bylaws (as each may be amended from time to time); any action or proceeding (including any class action) to interpret, apply, enforce or determine the validity of the proposed charter or the proposed bylaws of New SpringBig (including any right, obligation or remedy thereunder); any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or any action asserting a claim against New SpringBig or any director, officer or other employee of New SpringBig governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New SpringBig or any of New SpringBig’s directors, officers, or other employees, which may discourage lawsuits with respect to such claims. However, stockholders will not be deemed to have waived New SpringBig’s compliance with the federal securities laws and the rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, this provision applies to Securities Act claims and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If a court were to 100 find the choice of forum provision contained in New SpringBig’s proposed organizational documents to be inapplicable or unenforceable in an action, New SpringBig may incur additional costs associated with resolving such action in other jurisdictions, which could harm New SpringBig’s business, results of operations and financial condition. Certain Holders may be required to recognize gain for U.S. federal income tax purposes as a result of the domestication. As discussed more fully under the section “U.S. Federal Income Tax Considerations,” the domestication should constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the domestication so qualifies, U.S. Holders (as defined in such section) of Class A ordinary shares will be subject to Section 367(b) of the Code and, as a result: Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares whose ordinary shares have a fair market value of less than $50,000 on the date of the domestication and who is not a 10% shareholder (as defined above) will not recognize any gain or loss and will not be required to include any part of Tuatara’s earnings in income. Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% shareholder will generally recognize gain (but not loss) on the deemed receipt of common stock in the domestication. As an alternative to recognizing gain as a result of the domestication, such U.S. Holder may file an election to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Class A ordinary shares provided certain other requirements are satisfied. Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares who on the date of the domestication is a 10% shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Class A ordinary shares provided certain other requirements are satisfied. As discussed further under “U.S. Federal Income Tax Considerations” below, Tuatara expects that it is treated as a PFIC for U.S. federal income tax purposes. In the event that Tuatara is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the domestication unless the U.S. Holder makes (or has made) certain elections discussed further under “U.S. Federal Income Tax Considerations – The Domestication.” The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed regulations will be finalized and whether, in what form, and with what effective date, other final Treasury Regulations under Section 1291(f) of the Code will be adopted. Further, it is not clear how any such regulations would apply to the warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.” Each U.S. Holder of Tuatara ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of Tuatara ordinary shares for common stock and Tuatara warrants for New SpringBig warrants pursuant to the domestication. Additionally, the domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such Non-U.S. Holder’s common stock subsequent to the domestication. The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.” Nasdaq may delist New SpringBig’s securities from trading on its exchange, which could limit investors’ ability to make transactions in New SpringBig’s securities and subject New SpringBig to additional trading restrictions. Tuatara’s public shares, public warrants and units are currently listed on Nasdaq and it is a condition to Tuatara’s obligations to complete the business combination, that New SpringBig’s common stock shall have been listed on 101 Nasdaq and will be eligible for continued listing on Nasdaq immediately following the business combination after giving effect to the redemptions (as if it were a new initial listing by an issuer that had never been listed prior to closing). However, Tuatara cannot assure you that New SpringBig’s securities will continue to be listed on Nasdaq in the future. In addition, in connection with the business combination and as a condition to SpringBig’s obligations to complete the business combination, New SpringBig is required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of New SpringBig’s securities on Nasdaq. For instance to meet the initial listing requirements, New SpringBig’s stock price would generally be required to be at least $4 per share and the market value of its unrestricted shares held publicly would generally be required to be at least $20 million and New SpringBig would be required to have a minimum of 400 public shareholders of “round lots” of 100 shares. In order to ensure New SpringBig meets and maintains certain of these requirements, certain stockholder lockup restrictions on existing SpringBig stockholders have been partially waived and may be further waived. In addition to the listing requirements for New SpringBig’s common stock, Nasdaq imposes listing standards on warrants. Tuatara cannot assure you that New SpringBig will be able to meet those initial listing requirements, in which case SpringBig will not be obligated to complete the business combination. In addition, it is possible that New SpringBig’s common stock and public warrants will cease to meet the Nasdaq listing requirements following the business combination. If Nasdaq delists New SpringBig’s securities from trading on its exchange and New SpringBig is not able to list its securities on another national securities exchange, Tuatara expects New SpringBig’s securities could be quoted on an over-the-counter market. If this were to occur, New SpringBig could face significant material adverse consequences, including: a limited availability of market quotations for its securities; reduced liquidity for its securities; a determination that New SpringBig’s common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New SpringBig’s securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. New SpringBig will be a holding company and its only material asset after completion of the business combination will be its interest in SpringBig, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes and pay dividends. Upon completion of the business combination, New SpringBig will be a holding company with no material assets other than its ownership of post-merger SpringBig, the operating entity. As a result, New SpringBig will have no independent means of generating revenue or cash flow. New SpringBig’s ability to pay taxes and pay dividends will depend on the financial results and cash flows of SpringBig and its subsidiaries and the distributions it receives from SpringBig. Deterioration in the financial condition, earnings or cash flow of SpringBig and its subsidiaries, for any reason could limit or impair SpringBig’s ability to pay such distributions. Additionally, to the extent that New SpringBig needs funds and SpringBig and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or SpringBig is otherwise unable to provide such funds, it could materially adversely affect New SpringBig’s liquidity and financial condition. Dividends on New SpringBig’s common stock, if any, will be paid at the discretion of the board of directors of New SpringBig, which will consider, among other things, New SpringBig’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict New SpringBig’s ability to pay dividends or make other distributions to its stockholders. In addition, SpringBig is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of SpringBig (with certain exceptions) exceed the fair value of its assets. SpringBig’s subsidiaries are generally subject to similar legal limitations on their ability to make distributions to SpringBig. If SpringBig does not have sufficient funds to make distributions, New SpringBig’s ability to declare and pay cash dividends may also be restricted or impaired. 102 The Merger Agreement This subsection of this proxy statement/prospectus describes the material provisions of the merger agreement, but does not purport to describe all of the terms of the merger agreement. You are urged to read the merger agreement, a copy of which is attached as Annex A hereto, in its entirety because it is the primary legal document that governs the business combination. The merger agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the merger agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made and will be made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the merger agreement. The representations, warranties and covenants in the merger agreement are also modified in important part by the underlying disclosure schedules, which we refer to as the “Schedules,” which are not filed publicly and which may be subject to contractual standards of materiality applicable to the contracting parties that differ from what may be viewed as material to shareholders. The representations and warranties in the merger agreement and the items listed in the Schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. General Description of the Business Combination; Structure of the Business Combination On November 8, 2021, we entered into the original merger agreement with Merger Sub and SpringBig, on April 14, 2022, we entered into the amended and restated merger agreement with Merger Sub and SpringBig, and on May 4, 2022, we entered into the first amendment to the amended and restated merger agreement with Merger Sub and SpringBig, pursuant to which, subject to the terms and conditions contained therein, Merger Sub will merge with and into SpringBig with SpringBig being the surviving entity and a subsidiary of New SpringBig. Subject to the terms and conditions of the merger agreement, the closing will take place at 10:00 a.m., New York time, on the date which is three (3) business days after the date on which all of the conditions described below under the subsection entitled “The Business Combination – The Merger Agreement – Conditions to the Closing of the Business Combination,” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as Tuatara and SpringBig may mutually agree. Consideration The merger consideration (the “merger consideration”) to be paid to the SpringBig equity holders at the closing of the business combination pursuant to the merger agreement is based on an implied equity value for SpringBig of $215 million and will be paid entirely in equity consideration: Each share of SpringBig capital stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New SpringBig common stock, as determined in the merger agreement (the “Share Conversion Ratio”).
Vested and unvested options of SpringBig outstanding and unexercised immediately prior to the effective time of the Merger will be assumed by New SpringBig and will convert into comparable options that are exercisable for shares of New SpringBig common stock, with a value determined in accordance with the Share Conversion Ratio. Holders of SpringBig’s common stock and preferred stock and Engaged Option Holders (as defined below) will also have the right to receive their pro rata portion of up to an aggregate of 10,500,000 shares of New SpringBig 103 common stock (“Contingent Shares”) if any of the following stock price conditions are met: (i) 7,000,000 Contingent Shares (“First Tranche Shares”) if the closing price of New SpringBig 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 on or before 60 months after the closing date; (ii) 2,250,000 Contingent Shares (“Second Tranche Shares”) if the closing price of New SpringBig common stock equals or exceeds $15.00 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 on or before 60 months after the closing date; and (iii) 1,250,000 Contingent Shares (“Third Tranche Shares”) if the closing price of the New SpringBig common stock equals or exceeds $18.00 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 on or before 60 months after the closing date. An “Engaged Option Holder” is an employee or engaged consultant of SpringBig who held unexercised SpringBig options at the effective time of the merger and who remains employed or engaged by SpringBig at the time of such payment of Contingent Shares. In addition, in the event of an Earnout Trigger Event (as defined below) during the 60 month period after Closing, then any Contingent Shares not previously issued shall be issued in accordance with the following, based on the price per share of New SpringBig common stock immediately prior to the consummation of such Earnout Trigger Event or the price per share paid for each outstanding share of New SpringBig common stock in such Earnout Trigger Event (the “Earnout Trigger Price”):
For purposes of the merger agreement, an “Earnout Trigger Event” is defined to mean (a) New SpringBig engages in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise ceases to be subject to reporting obligations under Sections 13 or 15(d)of the Exchange Act; (b) New SpringBig shall cease to be listed on a national securities exchange, other than for the failure to satisfy: (i) any applicable minimum listing requirements, including minimum round lot holder requirements, of such national securities exchange; or (ii) a minimum price per share requirement of such national securities exchange; or (c) the occurrence in a single transaction or as a result of a series of related transactions, of one or more of the following events: (a) any person or any group of persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto (excluding (i) Sponsor and its respective affiliates, successors and assigns, or (ii) a corporation or other entity owned, directly or indirectly, by the shareholders of New SpringBig in substantially the same proportions as their ownership of stock of New SpringBig ) (x) is or becomes the beneficial owner, directly or indirectly, of securities of New SpringBig representing more than fifty percent (50%) of the combined voting power of New SpringBig’s then outstanding voting securities or (y) has or acquires control of New SpringBig board of directors, (b) a merger, consolidation, reorganization or similar business combination transaction involving New SpringBig and, immediately after the consummation of such transaction or series of transactions, either (x) the New SpringBig Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) the voting securities of New SpringBig immediately prior to such merger or consolidation do not continue to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the person resulting from such transaction or series of transactions or, if the surviving company is a subsidiary, the ultimate parent thereof, or (c) the sale, lease or other disposition, directly or indirectly, by New SpringBig of all or substantially all of the assets of New SpringBig and its subsidiaries, taken as a whole, other than such sale or other disposition by New SpringBig of all or substantially all of the assets of New SpringBig and its Subsidiaries, taken as a whole, to an entity at least a majority of the combined voting power of the voting securities of which are owned by shareholders of New SpringBig. Material Adverse Effect Under the merger agreement, certain representations and warranties of SpringBig are qualified in whole or in part by a “material adverse effect” standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the merger agreement, a “material adverse effect” means any effect, development, event, occurrence, fact, condition, circumstance or change (including any changes to the availability of key personnel) of the Company that has had, or would reasonably be expected to have, a material and adverse effect, individually or in the aggregate, on the business, results of operations, financial condition, assets or liabilities of SpringBig and its subsidiaries, taken as a whole; provided, however, that no effect, development, event, occurrence, fact, condition, circumstances or change, to the extent resulting from any of the following, either alone or in combination, will be deemed to constitute, or be taken into account in determining whether a “material adverse effect” has occurred or would reasonably be expected to occur in respect of SpringBig and its subsidiaries: (i) the taking by SpringBig or any of its subsidiaries of any reasonable action, taken or omitted to be taken after the date of the merger agreement that is reasonably determined to be necessary or prudent to be taken in response to COVID-19 or any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, directive, guidelines or recommendations by any governmental authority in each case in connection with or in response to COVID-19, including the CARES Act (collectively, the “COVID-19 measures”), including the establishment of any policy, procedure or protocol; (ii) any change in applicable laws, or regulatory policies or interpretations thereof or in accounting or reporting standards or principles or interpretations thereof to the extent that such change does not have a materially disproportionate impact on SpringBig and its subsidiaries, taken as a whole, as compared to other participants in the same industry; (iii) any change in interest rates or economic, financial or market conditions generally to the extent that such change does not have a materially disproportionate impact on SpringBig and its subsidiaries, taken as a whole, as compared to other participants in the same industry; (iv) the announcement or the execution of the merger agreement, the pendency or consummation of the merger or the performance of the merger agreement (or the obligations thereunder); provided that (a) this clause (iv) shall not apply to the effect of any of the foregoing on the availability of key personnel of the Company and (b) this clause (iv) will not prevent a determination that a breach of any representation and warranty set forth in the merger agreement which addresses the consequences of the execution and performance of the merger agreement or the consummation of the merger has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a material adverse effect; (v) any change generally affecting any of the industries or markets in which SpringBig or any of its subsidiaries operates to the extent that such change does not have a materially disproportionate impact on SpringBig and its subsidiaries, taken as a whole, as compared to other participants in the same industry; (vi) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster or act of God, any epidemic or pandemic (including the COVID-19 pandemic) and any other force majeure event to the extent that such event does not have a materially disproportionate impact on SpringBig and its subsidiaries, taken as a whole, as compared to other participants in the same industry; (vii) the compliance with the express terms of the merger agreement or (viii) in and of itself, the failure of SpringBig and its subsidiaries, taken as a whole, to meet any projections, forecasts or budgets or estimates of revenues, earnings or other financial metrics for any period beginning on or after the date of the merger agreement; provided, that this clause (viii) shall not prevent a determination that any change or effect underlying such failure to meet projections, forecasts or budgets has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a material adverse effect. 105 Conditions to Closing of the Business Combination Conditions to Obligations of the Tuatara Parties and SpringBig to Consummate the Business Combination The obligations of the Tuatara parties and SpringBig to consummate, or cause to be consummated, the business combination are subject to the satisfaction of the following conditions, any one or more of which may be waived (if permitted by applicable law) in writing by all of such parties: all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or been terminated; the shares of common stock contemplated to be listed pursuant to the merger agreement must have been listed on Nasdaq and shall be eligible for continued listing on Nasdaq immediately following the closing (as if it were a new initial listing by an issuer that had never been listed prior to closing); there must not be in force any applicable law or governmental order enjoining, prohibiting, making illegal or preventing the consummation of the business combination; the approval of the Transaction Proposals (other than the Adjournment Proposal, the Articles Amendment Proposal and the Notes and Warrants Proposal) by Tuatara’s shareholders pursuant to this proxy statement/prospectus must have been obtained; the approval of the shareholders of SpringBig holding SpringBig common and preferred stock (the “SpringBig shareholders”) must have been obtained; the registration statement must have become effective in accordance with the Securities Act, no stop order has been issued by the SEC with respect to the registration statement and no action seeking such stop order has been threatened or initiated; if the Articles Amendment Proposal does not pass, Tuatara must have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after Tuatara’s shareholders have exercised their right to redeem their shares in connection with the closing; the domestication must have been consummated; and SpringBig must have delivered the financial statements required for the Form 8-K filing required upon the consummation of the Business Combination. Conditions to Obligations of the Tuatara Parties to Consummate the Business Combination The obligations of the Tuatara parties to consummate, or cause to be consummated, the business combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Tuatara parties: the representations and warranties of SpringBig set forth in the merger agreement (without giving effect to any materiality or “material adverse effect” or similar qualification therein), other than representations and warranties related to corporate organization of SpringBig and its subsidiaries, due authorization to enter the merger agreement and related documentation, capitalization of SpringBig and its subsidiaries, brokers’ fees and no occurrence of a material adverse effect, must be true and correct as of the date of the merger agreement and as of the closing date, as if made anew at and as of such time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties must be true and correct at and as of such date, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; the representations and warranties of SpringBig set forth in the merger agreement related to no occurrence of a material adverse effect must have been true and correct as of the date of the merger agreement and as of the closing, as if made anew at and as of that time; the representations and warranties of SpringBig set forth in the merger agreement related to corporate organization of SpringBig and its subsidiaries, due authorization to enter the merger agreement and related documentation, capitalization of SpringBig and its subsidiaries and brokers’ fees (without giving effect to any materiality or “material adverse effect” or similar qualifications therein), must have been true and correct in all respects except for de minimis inaccuracies as of the date of the merger agreement and as of 106 the closing, as if made anew at and as of that time (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty must have been true and correct in all respects except for de minimis inaccuracies as of such earlier date); each of the covenants of SpringBig to be performed as of or prior to the date of closing must have been performed in all material respects; from the date of the merger agreement there must have not occurred a material adverse effect; and Tuatara must have received (i) the amended and restated registration rights agreement and (ii) a certificate signed by an authorized officer of SpringBig, dated as of the date of the closing, certifying that the conditions describe above have been satisfied. Conditions to Obligations of SpringBig to Consummate the Business Combination The obligation of SpringBig to consummate the business combination is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SpringBig: each of the representations and warranties of the Tuatara parties set forth in the merger agreement (without giving effect to any materiality or “material adverse effect” or similar qualifications therein), other than the representations and warranties set forth in the corporate organization of the Tuatara parties, due authorization to enter the merger agreement and related documentation, capitalization of the Tuatara parties, brokers’ fees and no occurrence of a material adverse effect, must be true and correct as of the date of the merger agreement and as of the date of closing, as if made anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; the representations and warranties of the Tuatara parties contained in the no occurrence of a material adverse effect representation have been true and correct as of the date of the merger agreement and as of the closing date, as if made anew at and as of that time; each of the representations and warranties of the Tuatara parties set forth in the merger agreement related to corporate organization of the Tuatara parties, due authorization to enter the merger agreement and related documentation, capitalization of the Tuatara parties and brokers’ fees (without giving effect to any materiality or “material adverse effect” or similar qualifications therein), must have been true and correct in all respects except for de minimis inaccuracies as of the date of the merger agreement and as of closing date, as if made anew at and as of that time (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty shall be true and correct in all respects except for de minimis inaccuracies as of such earlier date); each of the covenants of the Tuatara parties to be performed as of or prior to the closing must have been performed in all material respects; from the date of the merger agreement there must not have been a material adverse effect; and SpringBig must have received the amended and restated registration rights agreement and (ii) a certificate signed by an officer of New SpringBig, dated the date of closing, certifying that the conditions described in the preceding conditions set forth above have been fulfilled. Representations and Warranties Under the merger agreement, the Tuatara parties made customary representations and warranties relating to: corporate organization; due authorization; no conflict; litigation and proceedings; governmental authorities and consents; capitalization; undisclosed liabilities; Tuatara SEC documents and controls; Nasdaq listing; registration statement and proxy statement; brokers’ fees; trust account; compliance with laws and permits; absence of certain changes; employees and employee benefits plans; properties; contracts; affiliate transactions; taxes; certain business practices and anti-corruption; PIPE investment; independent investigation; and no additional representations and warranties and no outside reliance. Under the merger agreement, SpringBig made customary representations and warranties relating to: corporate organization of SpringBig; subsidiaries; due authorization; no conflict; governmental authorizations and consents; 107 capitalization; financial statements; undisclosed liabilities; litigation and proceedings; compliance with laws and permits; contracts and no defaults; company benefit plans; labor matters; taxes; brokers’ fees; insurance; real property and assets; environmental matters; absence of changes; affiliate transactions; intellectual property; data privacy and security; customers and vendors; certain business practices and anti-corruption; registration statement and proxy statement; and no additional representations and warranties and no outside reliance. Covenants of the Parties Covenants of SpringBig SpringBig made certain covenants under the merger agreement, including, among others, the following, subject to certain exceptions and limitations: From the date of the merger agreement until the earlier of the closing date, SpringBig will, and will cause its subsidiaries to, except as expressly required by the merger agreement, as consented to by Tuatara in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as required by law, use commercially reasonable efforts to operate its business only in the ordinary course of business, as defined in the merger agreement, including using reasonable best efforts to (i) preserve the business of SpringBig, (ii) maintain the services of its officers and key employees, (iii) make payments of accounts payable and conduct collection of accounts receivable in the ordinary course of business, (iv) timely pay all material taxes that become due and payable and (v) maintain the existing business relationships of SpringBig. Without limiting the generality of the foregoing, except as otherwise agreed to by SpringBig and Tuatara, as required by law (including any laws in connection with or in response to COVID-19) or as consented to by Tuatara, in writing, during the period from executing the merger agreement until the consummation of the business combination, SpringBig shall not, and SpringBig shall cause its Subsidiaries not to: change, amend or propose to amend the certificate of incorporation, bylaws, or other organizational documents of SpringBig or any of its subsidiaries (other than pursuant to the merger agreement); directly or indirectly adjust, split, combine, subdivide, issue, pledge, deliver, award, grant redeem, purchase or otherwise acquire or sell, or authorize or propose the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any equity interests of SpringBig, or the equity interests of any of its subsidiaries, any securities convertible into or exercisable or exchangeable for any such equity interests, or any rights, warrants or options to acquire, any such equity interests or any phantom stock, phantom stock rights, stock appreciation rights or stock-based performance units other than (i) grants of stock options or restricted stock units under SpringBig’s equity incentive plan, in the ordinary course of business, to newly hired employees and (ii) issuances of SpringBig common stock upon the exercise of SpringBig options, in each case, that were outstanding on the date of the merger agreement; make or declare any dividend or distribution (whether in the form of cash or other property) that would cause SpringBig to incur any indebtedness; other than in the ordinary course of business, (i) modify, voluntarily terminate, permit to lapse, waive, or fail to enforce any material right or remedy under any significant contract, (ii) materially amend, extend or renew any significant contract or (iii) enter into any significant contract; except as required by the terms of the benefit plans of SpringBig in effect on the date of the merger agreement and as made available to the Tuatara parties (the “SpringBig benefit plans”), (i) grant any severance, retention or termination pay to, or enter into or amend any severance, retention, termination, employment, consulting, bonus, change in control or severance agreement with, any current or former director, officer, employee or individual independent contractor of SpringBig or any of its subsidiaries (each a “service provider”) other than severance granted in the ordinary course of business to service providers, (ii) increase the compensation or benefits provided to any current or former service provider (other than increases in base compensation of not more than 25% to any individual employee in the ordinary course of business (and any corresponding increases to bonus compensation to the extent such bonus compensation reflected as a percentage of base compensation)), (iii) grant any equity or equity-based awards to, or discretionarily accelerate the vesting or payment of any such awards held by, any current or former service provider other than 108 grants of stock options or restricted stock units in the ordinary course of business to newly hired employees or as expressly contemplated by the merger agreement and the transactions contemplated by the merger agreement, (iv) establish, adopt, enter into, amend or terminate any SpringBig benefit plan or labor contract or (v) (x) hire any employees with an annual cash compensation of over $200,000 other than to (A) fill vacancies arising due to terminations of employment of employees or (B) fill an open position listed on the Schedules or (y) terminate the employment of any employees other than for cause or in the ordinary course of business in accordance with past practices; acquire (whether by merger or consolidation or the purchase of a substantial portion of the equity in or assets of or otherwise) any other person; (i) repurchase, prepay, redeem or incur, create, assume or otherwise become liable for indebtedness of over $1,000,000 in the aggregate, including by way of a guarantee or an issuance or sale of debt securities, or issue or sell options, warrants, calls or other rights to acquire any debt securities of SpringBig or any of its subsidiaries, enter into any “keep well” or other contract to maintain any financial statement or similar condition of another person, or enter into any arrangement having the economic effect of any of the foregoing, (ii) make any loans, advances or capital contributions to, or investments in, any other person other than another direct or indirect wholly owned subsidiary of SpringBig, (iii) cancel or forgive any debts or other amounts owed to SpringBig or any of its subsidiaries or (iv) commit to do any of the foregoing; make any payment to (a) a SpringBig equity holder, (b) a former or current director, officer, manager, indirect or direct equityholder, optionholder or member of SpringBig or any of its subsidiaries or (c) any affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act), of any person described in the foregoing clause (a) or (b), in each case, other than SpringBig or any of its subsidiaries, other than (i) compensation to employees and service providers of SpringBig or any of its subsidiaries in the ordinary course of business in accordance with the merger agreement or (ii) distributions and dividends allowed pursuant to the merger agreement; (i) make (other than routine or recurring income tax elections made in the ordinary course consistent with past practice) or change any material tax election, (ii) take or fail to take any action that would reasonably be expected to prevent, impair or impede the intended tax treatment, (iii) adopt or change any material tax accounting method, (iv) settle or compromise any material tax liability, (v) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign tax law), (vi) file any amended material tax return, (vii) consent to any extension or waiver of the statute of limitations regarding any material amount of taxes or (viii) settle or consent to any claim or assessment relating to any material amount of taxes; except for non-exclusive licenses granted in the ordinary course of business, assign, transfer, license, abandon, sell, lease, sublicense, modify, terminate, permit to lapse, create or incur any lien (other than a permitted lien, as defined in the merger agreement) on, or otherwise fail to take any action necessary to maintain, enforce or protect any intellectual property owned (or purported to be owned) by SpringBig or any of its subsidiaries (“owned intellectual property”); (i) commence, discharge, settle, compromise, satisfy or consent to any entry of any judgment with respect to any pending or threatened action that would reasonably be expected to (A) result in any material restriction on SpringBig or any of its subsidiaries, (B) result in a payment of greater than $100,000 individually or $200,000 in the aggregate or (C) involve any equitable remedies or admission of wrongdoing, or (ii) other than in the ordinary course of business, waive, release or assign any claims or rights of SpringBig and any of its subsidiaries; sell, lease, license, sublicense, exchange, mortgage, pledge, create any liens (other than permitted liens) on, transfer or otherwise dispose of, or agree to sell, lease, license, sublicense, exchange, mortgage, pledge, transfer or otherwise create any liens (other than permitted liens) on or dispose of, any tangible or intangible assets, properties, securities, or interests of SpringBig or any of its subsidiaries that are worth more than $250,000 (individually or in the aggregate) other than non-exclusive licenses of owned intellectual property granted in the ordinary course of business; 109 merge or consolidate itself or any of its subsidiaries with any person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of, SpringBig or any of its subsidiaries; make any change in financial accounting methods, principles or practices of SpringBig and its subsidiaries, except insofar as may have been required by a change in GAAP or law or to obtain compliance with U.S. Public Company Accounting Oversight Board auditing standards; permit any insurance policies listed on the Schedules to be canceled or terminated without using commercially reasonable efforts to prevent such cancellation or termination, other than if, in connection with such cancellation or termination, a replacement policy having comparable deductions and providing coverage substantially similar to the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; change, in any material respect, (i) the cash management practices of SpringBig and its subsidiaries or (ii) the policies, practices and procedures of SpringBig and its subsidiaries with respect to collection of accounts receivable and establishment of reserves for uncollectible accounts; make any commitments for capital expenditures or incur any liabilities by SpringBig or any of its subsidiaries in respect of capital expenditures, in either case that individually exceed $100,000 or in the aggregate exceed $200,000; or materially amend, modify or terminate any material permits, licenses, certificates of authority, authorizations, approvals, registrations, clearances, orders, variances, exceptions or exemptions and other similar consents issued by or obtained from a governmental authority (“permits”), other than routine renewals, or fail to maintain or timely obtain any permit that is material to the ongoing operations of SpringBig and its subsidiaries. SpringBig will take all actions necessary to cause the affiliate transactions as set forth in the schedules to the merger agreement to be terminated without any further force and effect, and there will be no further obligations or continuing liabilities of any of the relevant parties thereunder or in connection therewith following the closing. Prior to the closing, SpringBig will deliver to Tuatara written evidence reasonably satisfactory to Tuatara of such termination. SpringBig will take all actions necessary or advisable to obtain the approval of the SpringBig equity holders as promptly as practicable, and in any event within two (2) business days, following the date that Tuatara receives, and notifies SpringBig of Tuatara’s receipt of, SEC approval and effectiveness of the registration statement or proxy statement/prospectus. Promptly following receipt of the approval of the SpringBig equity holders, SpringBig will deliver a copy of the applicable written consents to Tuatara. Covenants of Tuatara Tuatara made certain covenants under the merger agreement, including, among others, the following, subject to certain exceptions and limitations: From the date of the merger agreement until the closing date, except as set forth in the schedules to the merger agreement, as contemplated by the merger agreement, as required by law or as consented to by SpringBig in writing, Tuatara will not, and Tuatara will cause the other Tuatara parties not to: change, amend or propose to amend (i) the existing organizational documents or the certificate of incorporation, bylaws or other organizational documents of any Tuatara party or (ii) the trust agreement or any other agreement related to the trust agreement; adjust, split, combine, subdivide, issue, pledge, deliver, award, grant redeem, purchase or otherwise acquire or sell, or authorize the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any shares of capital stock of any Tuatara party, other than (i) in connection with the exercise of any warrants outstanding on the date of the merger agreement, (ii) any redemption made in connection with the redemption rights of the Tuatara shareholders, (iii) in connection with any private placement of securities conducted by Tuatara after the date of the merger agreement or (iv) as otherwise required by the existing organizational documents in order to consummate the transactions contemplated hereby; 110 merge or consolidate itself with any person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Tuatara (other than pursuant to the merger agreement); (i) make or change any material tax election (other than routine or recurring income tax elections made in the ordinary course consistent with past practice), (ii) take or fail to take any action that would reasonably be expected to prevent, impair or impede the intended tax treatment, (iii) adopt or change any material tax accounting method, (iv) settle or compromise any material tax liability, (v) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign tax law), (vi) file any amended material tax return, (vii) consent to any extension or waiver of the statute of limitations regarding any material amount of taxes, or (viii) settle or consent to any claim or assessment relating to taxes; incur any indebtedness for borrowed money; cause Merger Sub to engage in business activities or conduct operations, incur any liability or other obligation, or cause Merger Sub to directly or indirectly issue any equity securities (other than to Tuatara); acquire or make an investment in any business pursuant to a definitive agreement (provided this restriction shall not restrict the entering into of any non-binding letters of intent or similar agreements); other than as contemplated under the merger agreement, enter into or terminate (other than expiration in accordance with its terms) any contract with sponsor, any affiliate of sponsor or other affiliate of Tuatara, or modify or amend or renew (other than renewal in accordance with its terms and in the ordinary course), or waive any material right or remedy under, any material contract with sponsor, any affiliate of sponsor or other affiliate of Tuatara; or enter into any agreement to do any prohibited action listed above. From the date of the merger agreement through the closing, Tuatara will ensure that Tuatara remains listed as a public company, and that its ordinary shares remain listed, on Nasdaq. Tuatara shall use reasonable best efforts to ensure that New SpringBig is listed as a public company, and that shares of common stock are listed on Nasdaq as of the effective time. Unless otherwise approved in writing by SpringBig, Tuatara will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the subscription agreements in any manner other than to reflect any permitted assignments or transfers of the subscription agreements by the applicable subscription investors pursuant to the subscription agreements. Tuatara will use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the subscription agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the subscription agreements to cause the subscription investors to pay to (or as directed by) Tuatara the applicable purchase price under each subscription investor’s applicable subscription agreement in accordance with its terms. Prior to the closing, the board of directors of Tuatara, or an appropriate committee thereof, will adopt a resolution consistent with the interpretive guidance of the SEC relating to Rule 16b-3(d) under the Exchange Act, such that the acquisition of shares of common stock pursuant to the merger agreement by any officer or director of SpringBig who is expected to become a “covered person” of Tuatara for purposes of Section 16 of the Exchange Act (“Section 16”) will be exempt acquisitions for purposes of Section 16. Following the Domestication and prior to the closing, Tuatara will issue to non-redeeming shareholders of Tuatara their respective pro rata share of the lesser of (x) the number of shares held by public shareholders that did not elect to redeem and (y) 1,000,000 shares of common stock. Joint Covenants The parties made certain covenants under the merger agreement, including, among others, the following, subject to certain exceptions and limitations: 111 The Tuatara parties agree that all rights held by each present and former director and officer of SpringBig and any of its subsidiaries to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time, whether asserted or claimed prior to, at, or after the effective time, provided in the respective certificate of incorporation, bylaws or other organizational documents of SpringBig or such subsidiary in effect on the date of the merger agreement will survive the business combination and will continue in full force and effect. Without limiting the foregoing, New SpringBig will cause SpringBig and each of its subsidiaries (i) to maintain for a period of not less than six (6) years from the effective time provisions in its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of SpringBig’s and its subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of formation, operating agreement and other organizational documents of SpringBig or such subsidiary, as applicable, in each case, as of the date of the merger agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those persons thereunder, in each case, except as required by law. SpringBig will cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the effective time. If any claim is asserted or made within such six (6) year period, the provisions of the joint indemnification and insurance covenant of the merger agreement will be continued in respect of such claim until the final disposition thereof. Notwithstanding anything contained in the merger agreement to the contrary, the joint indemnification and insurance covenant of the merger agreement will survive the consummation of the business combination indefinitely and will be binding, jointly and severally, on all successors and assigns of New SpringBig and SpringBig. In the event that New SpringBig or SpringBig or any of their respective successors or assigns consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of New SpringBig or SpringBig, as the case may be, will succeed to the obligations set forth in the joint indemnification and insurance covenant of the merger agreement. New SpringBig will maintain customary D&O insurance on behalf of any person who is or was a director or officer of New SpringBig (at any time, including prior to the date hereof) against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not New SpringBig would have the power to indemnify such person against such liability under the provisions of the proposed organizational documents or Section 145 of the DGCL or any other provision of law. As promptly as reasonably practicable after the date of the merger agreement, Tuatara and SpringBig will prepare, and Tuatara will file with the SEC, (i) a proxy statement/prospectus in connection with the business combination to be filed as part of the registration statement and sent to the Tuatara shareholders relating to the Tuatara extraordinary general meeting for the purposes of the approval of the Transaction Proposals and (ii) the registration statement, in which the proxy statement will be included as a prospectus. Tuatara and SpringBig will use commercially reasonable efforts to cooperate, and cause their respective subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the proxy statement/prospectus and the registration statement. Tuatara will use its commercially reasonable efforts to cause the proxy statement/prospectus and the registration statement to comply with the rules and regulations promulgated by the SEC, to have the registration statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the registration statement effective as long as is necessary to consummate the business combination. Tuatara will as promptly as practicable notify SpringBig of any correspondence with the SEC relating to the proxy statement/prospectus, the receipt of any oral or written comments from the SEC relating to the proxy statement/prospectus, and any request by the SEC for any amendment to the proxy statement/prospectus or for additional information. Tuatara will cooperate and provide SpringBig with a reasonable opportunity to review and comment on the proxy statement/prospectus (including each amendment or supplement thereto) and all responses to requests for additional information by and replies 112 to comments of the Without limiting the generality of the bullet immediately above, SpringBig will promptly furnish to Tuatara for inclusion in the proxy statement/prospectus and the Each of Tuatara, If, at any time prior to the Tuatara will take, in accordance with applicable law, Nasdaq rules, and the existing organizational documents, all action necessary to call, hold and convene the extraordinary general meeting of Tuatara shareholders to consider and vote upon the Transaction Proposals and to provide the shareholders with the opportunity to effect a Tuatara share redemption in connection therewith as promptly as reasonably practicable after the date that the registration statement is Notwithstanding anything to the contrary contained in the merger agreement, once the extraordinary general meeting to consider and vote upon the Transaction Proposals has been called and noticed, Tuatara will not postpone or adjourn the extraordinary general meeting without the consent of SpringBig, other than (i) for the absence of a quorum, in which event Tuatara will postpone the meeting up to three (3) times for up to ten (10) business days each time, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Tuatara has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable law, and for such supplemental or amended disclosure to be disseminated to and reviewed by the Tuatara shareholders prior to the extraordinary general meeting, or (iii) a one-time postponement of up to ten (10) business days to solicit additional proxies from Tuatara shareholders to the extent Tuatara has determined that such postponement is reasonably necessary to obtain the approval of the Transaction Proposals. The parties will take all necessary action to cause the board of directors of New SpringBig as of immediately following the closing to consist of seven (7) directors, of whom (i) one (1) individual will be designated by Tuatara, (ii) four (4) individuals will be designated by SpringBig no later than fourteen (14) days prior to the effectiveness of the registration statement, and (iii) two (2) individuals will be independent directors acceptable to SpringBig and Tuatara. Tuatara shall also be entitled to appoint one non-voting observer to the New SpringBig Board. Upon satisfaction or waiver of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the trustee (which notice Tuatara will provide to the trustee in accordance with the terms of the trust agreement), in accordance with, subject to and pursuant to the trust agreement and the existing organizational documents, (a) at the closing, (i) Tuatara will cause the documents, opinions and notices required to be delivered to the trustee pursuant to the trust agreement to be so delivered, and (ii) will cause the trustee to (A) pay as and when due all amounts payable for Tuatara share redemptions and (B) pay all amounts then available in the trust account in accordance with the merger agreement and the trust agreement and (b) thereafter, the trust account will terminate, except as otherwise provided therein. Tuatara and SpringBig will mutually agree upon and issue a press release announcing the effectiveness of the merger agreement. Tuatara and SpringBig will cooperate in good faith with respect to the prompt preparation of, and, as promptly as practicable after the effective date of the merger agreement (but in any event within four (4) business days thereafter), Tuatara will file with the SEC, a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of the merger agreement as of its effective date. Prior to closing, Tuatara and SpringBig will mutually agree upon and prepare the closing press release announcing the consummation of the transactions contemplated by the merger agreement. Concurrently with or promptly after the closing, Tuatara will issue such closing press release. Tuatara and SpringBig will cooperate in good faith with respect to the preparation of, and, at least five (5) days prior to the closing, Tuatara will prepare a draft Form 8-K announcing the closing, together with, or incorporating by reference, 114 the required pro forma financial statements and the historical financial statements prepared by SpringBig and its accountant. Concurrently with the closing, or as soon as practicable (but in any event within four (4) business days) thereafter, New SpringBig will file such 8-K with the SEC. Prior to the effectiveness of the registration statement, Tuatara will approve, and subject to approval of the shareholders of Tuatara, adopt, a long-term incentive plan that provides for grant of awards to employees and other service providers of New SpringBig and its subsidiaries, with a total pool of awards of Class A ordinary shares not exceeding five percent (5%) of the aggregate number of the sum of (i) common stock outstanding at closing and (ii) securities convertible into common stock, in the form set forth as an annex to the merger agreement (the “incentive plan”). During the time period from the date of the merger agreement until the closing date, none of Tuatara or Merger Sub, on the one hand, or SpringBig and its subsidiaries, on the other hand, will, nor will they authorize or permit their respective representatives to, directly or indirectly (i) take any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any person concerning, or which would reasonably be expected to lead to, an acquisition transaction, as defined in the merger agreement, (ii) in the case of Tuatara, fail to include the recommendation of the board of directors in (or remove from) the registration statement, (iii) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other party, the approval of such party’s governing body of the merger agreement and/or any of the transactions contemplated thereby, or, in the case of Tuatara, the recommendation of the board of directors, unless, in the case of clauses (ii) and (iii), following a material adverse event not known or reasonably foreseeable by Tuatara as of the date of the merger agreement, the board of directors of Tuatara concludes, in good faith and after consultation with outside legal advisors and capital markets advisors, that a failure to change the recommendation of the board of directors of Tuatara would breach its fiduciary duties (such determination with respect to clauses (b) and (c), a “Tuatara Change in Board Recommendation”); provided that, the board of directors of Tuatara (i) shall provide five (5) business days’ prior written notice of its intent to change its recommendation, (ii) if requested by SpringBig, shall negotiate in good faith regarding any adjustments to terms and conditions of the merger agreement proposed by SpringBig as would enable Tuatara to proceed with the recommendation of the board of directors of Tuatara and not make such Tuatara Change in Board Recommendation and (iii) shall only make a Tuatara Change in Board Recommendation after taking into consideration such adjustments proposed by SpringBig prior to the end of the five (5) business day period. Promptly upon receipt of an unsolicited proposal regarding an acquisition transaction, each of the Tuatara parties and SpringBig will notify the other party thereof, which notice will include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the parties may respond to any unsolicited proposal regarding an acquisition transaction only by indicating that such party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such party or any of its subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an acquisition transaction. Fees and Expenses Subject to certain exceptions set forth below, each party to the merger agreement will bear its own expenses in connection with the merger agreement and the transactions contemplated therein whether or not such transactions are consummated, including all fees of its legal counsel, financial advisers and accountants. All the costs incurred in connection with obtaining the consents of governmental authorities and the expiration or termination of all applicable waiting periods under applicable antitrust laws, including HSR Act filing fees and any filing fees in connection with any other antitrust law, and any fees associated with obtaining approval for listing the common stock issued pursuant to the merger agreement on Nasdaq, will be paid 50% by SpringBig and 50% by Tuatara. Further, if the transactions contemplated in the merger agreement are consummated, New SpringBig shall pay or cause to be paid all costs and expenses (including fees and expenses of counsel, auditors and financial and other advisors) incurred by SpringBig, its subsidiaries, Tuatara and the Merger Sub in connection with the merger agreement and the transactions contemplated by the merger agreement and Tuatara in connection with its initial public offering and Tuatara or Merger Sub’s pre-closing operations. 115 Survival of Representations, Warranties and Covenants None of the representations, warranties, covenants and agreements in the merger agreement or in any instrument, document or certificate delivered pursuant to the merger agreement will survive the effective time, except for (i) those covenants or agreements contained therein which by their terms expressly apply in whole or in part after the effective time and then only to such extent such covenants and agreements have been fully performed, (ii) any covenants and agreements that survive in accordance with the terms of the merger agreement and (ii) any claim based upon fraud (as defined by the merger agreement). Termination The merger agreement may be terminated and the transactions contemplated thereby may be abandoned prior to the closing: by the written consent of SpringBig and Tuatara; by written notice to SpringBig from Tuatara, if: (i) there is any breach of any representation, warranty, covenant or agreement on the part of SpringBig set forth in the merger agreement, such that any condition to closing of the Tuatara parties related to the accuracy of such representations and warranties or performance of such covenants would not be satisfied at the closing (a “terminating SpringBig breach”), except that, if such terminating SpringBig breach is curable by SpringBig, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date Tuatara provides written notice of such violation or breach and the termination date) after receipt by SpringBig of notice from Tuatara of such breach, but only as long as SpringBig continues to use its reasonable best efforts to cure such terminating SpringBig breach, such termination will not be effective, and such termination will become effective only if the terminating SpringBig breach is not cured within such cure period; (ii) the closing has not occurred on or before July 8, 2022; (iii) the consummation of the business by written notice to Tuatara from SpringBig, if: (i) there is any breach of any representation, warranty, covenant or agreement on the part of the Tuatara parties set forth in the merger agreement, such that any condition to closing of SpringBig related to the accuracy of such representations and warranties or performance of such covenants would not be satisfied at the closing (a “terminating Tuatara breach”), except that, if any such terminating Tuatara breach is curable by Tuatara, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date Tuatara provides written notice of such violation or breach and the termination date) after receipt by Tuatara of notice from SpringBig of such breach, but only as long as Tuatara continues to exercise such reasonable best efforts to cure such terminating Tuatara breach, such termination will not be effective, and such termination will become effective only if the terminating Tuatara breach is not cured within such cure period; (ii) the closing has not occurred on or before the termination date; (iii) the consummation of the business combination is by 116 Amendments The merger agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the parties to the merger agreement. Dissenting Shares Shares held by SpringBig shareholders who have perfected and not lost their right to demand appraisal of their shares in accordance with the procedures and requirements of Section 262 of the DGCL shall not be converted into the right to receive consideration at the closing or the earnout consideration, and such dissenting SpringBig shareholders shall instead be entitled only to the rights granted by Section 262 of the DGCL. Trust Account Waiver SpringBig has agreed that it will not have any right, title, interest or claim of any kind in or to any monies in Tuatara’s trust account held for its shareholders, and has agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom); provided, however, that the foregoing will not amend, limit, alter, change, supersede or otherwise modify the right of SpringBig to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for damages against Tuatara, or any of its successors or assigns, for any breach of the merger agreement (but such claim shall not be against the trust account or any funds distributed from the trust account to holders of Tuatara ordinary shares in accordance with Tuatara’s existing organizational documents and the trust agreement). Related Agreements This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the merger agreement or in connection with the business combination, which we refer to as the “Related Agreements,” but does not purport to describe all of the terms thereof. The Related Agreements are either attached as annexes to this proxy statement/prospectus or have previously been filed with the SEC on Tuatara’s Current Report on Form 8-K, filed with the SEC on November 9, 2021. Shareholders and other interested parties are urged to reach such Related Agreements in their entirety. Voting and Support Agreements Concurrently with the execution of the original merger agreement, In the voting and support agreements, the SpringBig shareholders agreed to vote all of their SpringBig shares in SpringBig in favor of the merger agreement and related transactions and to take certain other actions in support of the merger agreement and related transactions. The SpringBig voting and support members also each agreed, with certain exceptions, to a lock-up for a period of 180 days after the closing with respect to any securities of New SpringBig that they receive as merger consideration under the merger agreement. In connection with the entry of the amended and restated merger agreement, Tuatara has partially waived the foregoing lock-up. Sponsor Letter Agreement Concurrently with the execution of the original merger agreement, our sponsor entered into the sponsor letter agreement with 117 Tuatara and Sponsor Escrow Agreement Our sponsor, Tuatara and certain independent members of Tuatara’s board of directors will enter into an escrow agreement (“Sponsor Escrow Agreement”) at the time of the closing in a form and on terms and conditions reasonably acceptable to SpringBig, providing that, immediately following the closing, the sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of New SpringBig common stock (“Sponsor Earnout Shares”) into escrow. The Sponsor Escrow Agreement will provide that such Sponsor Earnout Shares will either be released to the sponsor if the closing price of the New SpringBig 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 Tuatara if such condition is not met at any time after the closing date and by the fifth anniversary of the closing date. Amended and Restated Registration Rights Agreement Currently, our sponsor has the benefit of registration rights with respect to our securities that it holds pursuant to a registration rights agreement entered into in connection with our initial public offering. In connection with closing of the business combination, our sponsor and the other investors will enter into an amended and restated registration rights agreement. As a result, our sponsor and the other investors will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to a maximum of three (3) such demand registrations for our sponsor and four (4) such demand registrations for the We have also agreed to file within 30 days of closing of the business combination a resale shelf registration statement covering the resale of the registrable securities subject to the amended and restated registration rights agreement. Finally, pursuant to the subscription agreements with the subscription investors, we have agreed that we will use our reasonable best efforts to: file within 30 days after the closing of the business combination a registration statement with the SEC for a secondary offering of shares of our common stock; cause such registration statement to be declared effective promptly thereafter, but in no event later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies Tuatara that it will “review” the registration statement) after closing and (ii) the 5th business day after the date Tuatara is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review, as the case may be; and maintain the effectiveness of such registration statement until the earliest of (A) the date on which the subscription investors cease to hold any shares of common stock issued pursuant to the subscription agreements, or (B) on the first date on which the subscription investors can sell all of their shares issues 118 pursuant to the subscription agreements (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or amount of such securities that may be sold. Tuatara will bear the cost of registering these securities. In connection with the execution of the original merger agreement, we entered into subscription agreements with certain subscription investors pursuant to which we have agreed to issue and sell to the subscription investors, in the aggregate, $13,100,000 of common stock of New SpringBig at a purchase price of $10.00 per share. The closing of the PIPE subscription financing will occur immediately prior to the closing, and is subject to customary closing conditions, including the satisfaction or waiver of the conditions set forth in the merger agreement; provided, however, that certain of the subscription investors that are existing shareholders of SpringBig entered into convertible notes with SpringBig for an aggregate principal sum of $7,000,000 (the “convertible notes”), which was funded on or around February 25, 2022. Pursuant to the terms of the convertible notes, on the closing of the business combination, the outstanding principal balance of the convertible notes will mature and will be satisfied by the issuance of 700,000 shares of common stock of New SpringBig issuable under the applicable PIPE subscription agreements. On April 29, 2022, Tuatara entered into a securities purchase agreement (the “Notes and Warrants Purchase Agreement”) to sell up to (i) a total of $22 million of 6% Senior Secured Original Issue Discount Convertible Notes due 2024 (the “Notes”) and (ii) a number of warrants equal to one-half of the principal of the Notes divided by the volume weighted average price (“VWAP”) on the trading day prior to the closing date of such sale (the “Warrants”) in a private placement with a certain institutional investor (the “Investor”). The Notes will be convertible at the option of the holders beginning at the earlier of (i) the date of effectiveness of the Resale Registration Statement covering the resales of the Company’s common stock underlying the Notes and Warrants or (ii) one year after the issuance of the closing dates of the first tranche of sales (as described below) at an initial conversion share price of $12.00 per share, bearing an interest rate of 6% per annum and commencing amortization after six months which may be settled in cash or shares of common stock, subject to certain conditions, at the option of the Company. Each Warrant will be exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share. The Notes and Warrants Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The Notes and Warrants will be sold in two tranches: the first tranche will be for a total of up to $17,000,000 (of which $11,000,000 is subscribed to as of the date hereof) of principal amount of Notes and the number of Warrants to be calculated pursuant to clause (ii) in the preceding paragraph in exchange for a total purchase price in cash of up to $15,454,545 (of which $10,000,000 is confirmed based on the subscriptions as of the date hereof); the second tranche will be for a total of $5,000,000 principal amount of Notes and the number of Warrants to be calculated pursuant to clause (ii) in the preceding paragraph in exchange for a total purchase price in cash of $4,545,454. The first tranche will close upon completion of the merger and satisfaction of the closing conditions in the Notes and Warrants Purchase Agreement and the second tranche shall close 60 days after the effective date of a resale registration statement covering the resale of the shares of the Company’s common stock underlying the Notes and the Warrants issued in the first tranche or at such time as is agreed between the Company and the Investor. New SpringBig and the Investor intend to enter into a registration rights agreement at the closing of the first tranche that will require New SpringBig to file a resale registration statement covering the resale of the shares of the Company’s common stock underlying the Notes and Warrants issued in each of the first tranche and second tranche, respectively, within twenty days of the closing of each such tranche. As of the date hereof, there is one existing institutional investor that has subscribed for a total of $16,000,000 principal amount of Notes, $5,000,000 of which is subject to meeting the conditions necessary to The Notes will be 119 4.99% beneficial ownership of shares of New SpringBig’s common stock. The Notes also contain a number of restrictive covenants that may impose significant restrictions on obtaining future financings, including restrictions on New SpringBig’s ability to do any of the following while Notes remain outstanding: (i) incur additional indebtedness and guarantee indebtedness; (ii) incur liens; (iii) prepay, redeem, or repurchase certain other debt; (iv) pay dividends or make other distributions or repurchase or redeem its capital stock; and (v) sell assets. Such restrictions may be waived by consent of each noteholder. See “Risk Factors—Risks Related to SpringBig’s Business and Industry—The terms of the agreements governing our funding may restrict our operations.” The Notes are also subject to certain events of default, including: (i) failure to make payments of principal, interest or other sums due under the Notes; (ii) failure to observe or perform any other material covenant, condition or agreement under the terms of any transaction documents; (iii) default on payments of principal or interest on other indebtedness in excess of $600,000, or failure to observe or perform under other material agreements related to such indebtedness, resulting in acceleration of such indebtedness; (iv) public announcement of inability to comply with proper conversion requests; (v) once underlying shares are freely tradable, failure to instruct the transfer agent to remove restrictive legends within two trading days; (vi) failure to timely deliver shares upon conversion; (vii) failure to have required minimum shares authorized, reserved and available for issuance; (viii) any representation or warranty under the transaction documents is proven to have been materially false, incorrect or breached on the date it was made; (ix) application for, petition for, or issuance of notice for bankruptcy; (x) commencement of proceeding for liquidation, dissolution, or winding up, appointment of receiver, or other relief under bankruptcy or related laws; (xi) judgments in excess of $600,000; (xii) de-listing or failure to comply with requirements under Rule 144 (other than volume and manner of sale requirement); (xiii) common stock is no longer registered pursuant to a “going private transaction”; (xiv) existence of an SEC stop order on the trading of the common stock; (xv) failure to execute transfer agent instructions upon replacement of New SpringBig’s transfer agent; (xvi) entrance into a variable rate transaction without written consent of the existing Note holders; or (xvii) failure to pledge the equity interests of a newly formed subsidiary or otherwise guarantee the Notes within ten trading days of the formation of such subsidiary. Cantor Equity Financing Common Stock Purchase Agreement On April 29, 2022, Tuatara entered into the Common Stock Purchase Agreement with CF Principal Investments LLC related to the Facility. Pursuant to the Common Stock Purchase Agreement, New SpringBig has the right, after the closing of the merger, from time to time at its option to sell to CF Principal Investments LLC up to $50 million in aggregate gross purchase price of newly issued common stock after the closing of the business combination subject to certain conditions and limitations set forth in the Common Stock Purchase Agreement. While there are distinct differences, the Facility is structured similarly to a traditional at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis outside the context of a traditional underwritten follow-on offering. Sales of shares Upon the Commencement, including that a Cantor Resale Registration Statement is 120 In connection with the execution of the Common Stock Purchase Agreement, New SpringBig agreed to issue a number of shares of common stock equal to the quotient obtained by dividing (i) $1,500,000 and Although Tuatara and SpringBig cannot predict the number of shares of common stock that will actually be issued in connection with any sales under the Facility, it is possible that such issuances may result in large numbers of shares being sold. For example, if the Facility is used in its entirety for $50 million, the number of shares to be issued at each of $15.00 per share, $10.00 per share, or $5.00 per share would be 3.33 million shares, 5 million shares or 10 million shares, respectively. New SpringBig has the right to terminate the Common Stock Purchase Agreement at any time after the Commencement, at no cost or penalty upon 10 trading days’ prior written notice. Registration Rights Agreement On April 29, 2022, Tuatara entered into the Cantor Registration Rights Agreement with CF Principal Investments LLC related to the Facility. Pursuant to the Cantor Registration Rights Agreement, New SpringBig has agreed to provide CF Principal Investments LLC with certain registration rights with respect to the common stock issued in connection with the Common Stock Purchase Agreement and the Facility. New SpringBig has agreed to file the Cantor Resale Registration Statement within 30 days after the closing of the merger and shall use its commercially reasonable efforts to cause Cantor Resale Registration Statement declared effective by the SEC as 121 Background of the Business Combination Background of the Business Combination Tuatara is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The transactions contemplated by the merger agreement and related agreements, including the business combination and PIPE subscription financing, are a result of an extensive search for a potential transaction utilizing the network and investing, operational and transactional experience of Tuatara’s management team and board of directors. On February 17, 2021, Tuatara consummated its IPO of 20,000,000 units. Each unit consists of one Class A ordinary share and one-half of one public warrant. Each whole public warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000 (before underwriting discounts and commissions and offering expenses). Simultaneously with the consummation of our IPO and the sale of the units, we consummated a private placement of 6,000,000 warrants at a price of $1.00 per warrant, issued to our sponsor, generating total proceeds of $6,000,000. A total of $200,000,000 was placed in a trust account established for the benefit of our public shareholders. Prior to the consummation of the IPO, neither Tuatara, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Tuatara. As described in the prospectus for the IPO, Tuatara’s business strategy was to identify and complete our initial business combination with a target operating in the cannabis and related health and wellness industries that is compliant with all applicable laws and regulations within the jurisdictions in which it is located or operates. Tuatara intended to pursue opportunities across a number of verticals providing support to the cannabis industry with a particular focus on companies within the following sub-sectors: (i) research and testing; (ii) cultivation; (iii) processors; (iv) consumer products and brands; (v) retail operations; (vi) technology; and (vii) industrial services. Tuatara identified certain general, non-exclusive criteria and guidelines that it believed were important in evaluating prospective targets for our initial business combination. Tuatara broadly focused on target businesses that it believed could materially grow revenue and earnings both organically and inorganically through the efforts of its management team. These included targets that could benefit from access to capital in order to: (i) increase spending on strategic initiatives that are expected to generate favorable returns and which can accelerate revenue and earnings growth; (ii) invest in infrastructure or technology; or (iii) fundamentally restructure their business operations. Furthermore, Tuatara targeted companies that it believed possessed some or all of the following characteristics: market leadership by sales, geographic reach, or innovation, in the respective target sub-sectors; institutional-level operations and financial controls; established growth with a proven financial track record or demonstrated success of the business model; scalability; talented management team with integrity that seeks to increase its company’s growth trajectory and be innovators; and like-minded operators open to strategic resources and influence at the board level. After the IPO, Tuatara commenced an active search for prospective business combination candidates. Tuatara contacted, and was contacted by, a number of individuals and entities with respect to business combination opportunities. During this search process, Tuatara reviewed, and entered into preliminary discussions with respect to, a number of acquisition opportunities other than SpringBig. During that process, Tuatara’s management: developed an initial list of potential business combination candidates; potential business combination candidates were primarily identified through Tuatara’s general industry knowledge and network; considered and reviewed approximately ninety-seven (97) potential business combination candidates; 122 engaged in preliminary, high-level discussions of illustrative transaction structure to effect an initial business combination with twenty-six (26) potential business combination candidates, one of which was SpringBig; signed nondisclosure agreements with six (6) companies and received confidential information for evaluation, one of which was SpringBig; and submitted three (3) non-binding preliminary letters of intent to potential business combination candidates (one of which was SpringBig) but was unable to reach an agreement with two of them as to terms and valuation. In selecting the approximately twenty-six (26) potential business combination candidates that the Tuatara management team considered and conducted analyses of following development of the initial list of potential business combination candidates, Tuatara’s management team focused on identifying businesses with a combination of all or certain the following general attributes: a proven business model with consistent operational performance — Tuatara sought to identify a target business that has significant commercial traction, robust growth potential and has historically exhibited profitability or has a clear path towards profitability; a top-tier proven executive management team — Tuatara sought to identify a target business that has an experienced managerial group with a clear vision about how to grow their business based on a successful track record of achieving a relevant market position in their industry; exhibiting institutional-level operations and financial controls — Tuatara sought to identify a target business that has the underlying infrastructure and operations to build a public company platform; may benefit from access to the capital markets — Tuatara sought to identify a target business that may benefit from being, or has the potential to become, a public company with an increased public profile, enhanced corporate governance and increased access to a more diversified pool of capital; and exhibiting unrecognized value and desirable returns on capital — Tuatara sought to identify a target business that it believes had been undervalued by the marketplace based on Tuatara’s analysis and due diligence review. Based on the foregoing criteria, the Tuatara management team believed that twenty (20) target business candidates that had been identified were not appropriate business combination candidates for reasons that included, among others, such businesses’ organic and inorganic growth plans and opportunities, capital needs, readiness to be public companies, internal controls, corporate governance and valuation expectations. Accordingly, Tuatara’s management team proceeded to coordinate Tuatara’s entry into non-disclosure agreements with six (6) potential business combination candidates. Following the execution of such non-disclosure agreements, Tuatara received, subject to confidentiality obligations requiring Tuatara to keep such materials confidential, and Tuatara’s management team reviewed business plans, financial statements and projections and certain other due diligence information of such six target businesses. Tuatara’s management team focused on evaluating the following based on the materials received from such six (6) target businesses: certain sector-specific criteria, including the following: positive demand elasticity in relation to GDP growth, but with manageable volatility levels; low penetration levels with respect to the total market; high growth expectations as a result of competitive dynamics; capital needs to fund growth; positions to benefit from population growth trends in future years; and/or positions to benefit from the availability of discretionary income in the applicable target market(s); 123 have that have reached an inflection point and that may innovate with new products or services to enhance organic growth; that can achieve better financial performance through an acquisition to improve their growth profile; present recurrent business and financial opportunities to create value to shareholders; have expansion opportunities not yet exploited or implemented; the value of which has not been recognized within their industry or by the broad equity capital markets and has been identified by Tuatara’s industry/company analysis, with areas identified to complement this analysis being: opportunity to improve client quality and base; opportunity for generation of higher quality earnings; ability for operational improvements to reduce costs; ability to optimize capital structure; opportunity for corporate governance improvements; opportunity for accelerated growth via consolidation; opportunity for improvement in the terms and conditions of existing contracts; and opportunity for unidentified potential improvements in the industries, such as a greater level of integration in value chains (both in consumables or products of greater added value); that hold non-strategic businesses or assets that, with constant and defined access to the public markets and an adequate management team, may generate above average returns on invested capital greater; that are experiencing generational changes; that are experiencing shareholder conflicts; and that may offer attractive risk-adjusted returns for Tuatara’s shareholders. Following the Tuatara management team’s evaluation and analysis of the foregoing criteria, Tuatara’s management team decided to pursue further discussions with three (3) potential business combination candidates, one of which was SpringBig. Tuatara decided not to pursue further a potential transaction with the other potential business combination targets with which it engaged in discussions for a variety of factors, including weaknesses in projected financial performance, inability to reach an agreement on valuation, structuring challenges and mutual decisions to pursue potential alternative transactions. Tuatara sent non-binding letters of intent to two (2) other potential business combination candidates. Tuatara’s discussions with these potential business combination candidates ceased shortly thereafter based primarily on disagreements on valuation, as well as other factors, including expected sources and uses of capital in a potential business combination, expected timing required to reach a closing of a potential business combination and changes in general business and market conditions. The Tuatara management team presented the potential business combination with SpringBig to Tuatara’s board of directors for consideration. Following deliberations, Tuatara’s board of directors authorized Tuatara’s management team to proceed with continuing to evaluate and negotiating a potential business combination with SpringBig. On March 8, 2021, Sergey Sherman, the Chief Financial Officer of Tuatara, had an introductory call with one of SpringBig’s investors and learned that SpringBig was evaluating engagement of an investment banker 124 in order to assist SpringBig in evaluating strategic alternatives, including a potential transaction with a SPAC. Mr. Sherman indicated that cannabis technology was one of the focus areas for Tuatara and that Tuatara would welcome an opportunity to learn more. It was agreed that, once engaged by SpringBig, the investment bank would contact Tuatara. In March 2021, SpringBig engaged Jefferies LLC (“Jefferies”) to advise SpringBig. Following such engagement, Jefferies contacted a number of parties, including Tuatara on April 27, 2021. On April 28, 2021, Jefferies provided Tuatara with a teaser and a non-disclosure agreement and Tuatara and Jefferies, on behalf of SpringBig, had a preliminary discussion regarding potential business combination involving SpringBig. On May 1, 2021, Tuatara and SpringBig executed mutual non-disclosure agreement. Tuatara was then granted access to the SpringBig virtual data room. On May 4, 2021, Jefferies sent, on behalf of SpringBig, a transaction process letter to solicit bids from interested parties (including Tuatara) and requested indications of interest by May 18, 2021. On May 6, 2021, Tuatara had an initial call with Jeff Harris, the Chief Executive Officer of SpringBig, and Paul Sykes, the Chief Financial Officer of SpringBig. SpringBig management provided an overview of the company and the addressable market potential. Representatives of Tuatara provided background on Tuatara and its sponsor. Between May 6, 2021 and May 18, 2021, Tuatara conducted initial commercial and financial diligence of SpringBig, including conducting additional calls with management of SpringBig and representatives of Jefferies. On May 18, 2021, Tuatara management and board of directors discussed the transaction and agreed to submit a non-binding letter of intent to acquire SpringBig, which included the following principal terms: an enterprise value of SpringBig ranging from $300,000,000 to $350,000,000 (on a debt and cash free basis); an earnout of 6,000,000 shares in three equal tranches at $13, $17 and $21 per share during a twenty-four (24) month period; a private investment in public equity (“PIPE”) target of $75,000,000 in aggregate subscriptions; certain conditions to the consummation of the business combination, including shareholder approval and other customary matters, including the receipt of all applicable regulatory and stock exchange clearances; satisfactory completion of Tuatara’s ongoing due diligence; and negotiation of an acceptable acquisition agreement and other transaction documents. On May 25, 2021, representatives of Tuatara spoke to the SpringBig board of directors to answer questions regarding the proposed letter of intent and discuss the overall SPAC market and process. Over the next several days, representatives of Tuatara held additional discussions with representatives of Jefferies and eventually agreed to schedule a management meeting between Tuatara and SpringBig. Thereafter, Tuatara continued to progress its diligence with SpringBig in contemplation of the forthcoming management meetings. On June 22, 2021 and June 23, 2021, Tuatara management and SpringBig management met at SpringBig offices to conduct due diligence sessions. SpringBig hosted a dinner for the meeting attendees on June 22, 2021. On July 1, 2021, Tuatara management and certain members of its board of directors discussed: (i) the transaction and diligence to date; (ii) the current PIPE market and whether to proceed without a committed PIPE, given the size of SpringBig relative to the amount of cash in trust and operating cash needs of SpringBig; (iii) the option to try to combine SpringBig with another company and close on both simultaneously or (iv) the option to pause in pursuit of the SpringBig transaction. It was decided to continue with due diligence and to obtain additional market feedback as to the state of the PIPE market. Over the next several weeks, Tuatara continued to conduct its due diligence of SpringBig. It has also begun discussions with Cantor Fitzgerald & Co. (“Cantor”) and asked Cantor for an assessment of the SPAC capital markets, including assessment of transactions with or without a PIPE. On July 19, 2021, Tuatara management and certain members of its board of directors discussed the capital markets assessment received from Cantor. Cantor coordinated holding meetings with selected potential third party investors, subject to confidentiality restrictions, to 125 assist the Company in forming a view as to the potential interest in the transaction for this business combination, given overall market conditions. In addition, it was determined by Tuatara that any potential business combination transaction with SpringBig should not be conditioned on the availability of PIPE proceeds or a minimum cash condition. On July 20, 2021, Mr. Sherman and Albert Foreman, the Chief Executive Officer of Tuatara, discussed the proposed path forward with Jefferies. After further communications among Tuatara management and members of its board of directors, on July 26, 2021, Tuatara submitted a revised non-binding letter of intent to SpringBig, which included the following principal terms: an enterprise value of SpringBig equal to approximately $300,000,000 (on a debt- and cash-free basis); an earnout of 6,000,000 shares in three equal tranches of 2,000,000 shares each at $12, $15 and $18 per share during a twenty-four (24) month period; a sponsor earnout of 20% of sponsor shares at $12 per share during a twenty-four (24) month period; certain conditions to the consummation of the business combination, including shareholder approval and other customary matters, including the receipt of all applicable regulatory and stock exchange clearances; satisfactory completion of Tuatara’s ongoing due diligence; and negotiation of an acceptable acquisition agreement and other transaction documents. Over the next several days Mr. Sherman and Mr. Sykes discussed the terms of the letter of intent. The parties further agreed to conduct confidential meetings with select potential investors over the next several weeks and to assess their feedback. On August 2, 2021, Tuatara and SpringBig executed a revised letter of intent and entered mutual exclusivity for forty-five (45) days. The revised letter of intent included the following principal terms: an enterprise value of SpringBig equal to approximately $325,000,000 (on a debt and cash free basis); an earnout of 5,000,000 shares (50% at $12 per share; 25% at $15 per share; and 25% at $18 per share) during a thirty (30) month period; a sponsor earnout of 20% of sponsor shares at $12 per share during a thirty (30) month period; certain conditions to the consummation of the business combination, including shareholder approval and other customary matters, including the receipt of all applicable regulatory and stock exchange clearances; satisfactory completion of Tuatara’s ongoing due diligence; and negotiation of an acceptable acquisition agreement and other transaction documents. On August 12, 2021, Tuatara formally engaged Cantor as its capital markets advisor. Over the next several weeks, SpringBig, Tuatara, and their respective advisors drafted a presentation and conducted six (6) calls with potential investors. In the meantime, Tuatara continued its diligence of SpringBig. On September 13, 2021, representatives of Cantor presented feedback from investor meetings to Tuatara’s board of directors. After discussion, Tuatara’s board of directors determined to: (i) continue with the transaction and extend exclusivity for an additional forty-five (45) days; (ii) begin third-party financial, legal and technology diligence; and (iii) begin negotiations on the transaction agreement. Over the following weeks, Tuatara engaged advisers to conduct financial and technology diligence. On October 5, 2021 and October 6, 2021, Tuatara management and several board members conducted on-site diligence of SpringBig. SpringBig hosted a dinner on October 5, 2021 for Tuatara management and board members. On October 6, 2021, outside counsel to Tuatara, Davis Polk & Wardwell LLP (“Davis Polk”) provided an initial draft of the business combination agreement to outside counsel to SpringBig, Benesch, Friedlander, Coplan & Aronoff LLP (“Benesch”). On October 11, 2021, Tuatara management and board of directors discussed: (i) the diligence progress; (ii) SpringBig’s business and financial performance; and (iii) possibility of a PIPE from certain affiliates of SpringBig and Tuatara who have expressed interest in a PIPE investment. 126 On October 12, 2021, Tuatara management and several board members conducted on-site diligence of SpringBig. SpringBig hosted a dinner on October 12, 2021 for Tuatara management and board members. On October 18, 2021, Tuatara and SpringBig revised several terms of the transaction, which included the following principal terms: an enterprise value of SpringBig reduced from $325,000,000 to $300,000,000 (on a debt and cash free basis); an earnout increase from 5,000,000 shares to 9,000,000 shares, with vesting of 5,500,000 shares at $12 per share; 2,250,000 shares at $15 per share; and 1,250,000 shares at $18 per share; a sponsor earnout of 20% of sponsor shares at $12 per share; an increase in the earnout period from thirty (30) months to thirty-six (36) months for both SpringBig and the sponsor; certain conditions to the consummation of the business combination, including shareholder approval and other customary matters, including the receipt of all applicable regulatory and stock exchange clearances; satisfactory completion of Tuatara’s ongoing due diligence; and negotiation of an acceptable acquisition agreement and other transaction documents. The final proposal represented reduction of upfront value to SpringBig shareholders combined with an increase in a potential earnout for SpringBig shareholders, thereby resolving valuation issue while better aligning interests of SpringBig shareholders, including management of SpringBig, with interests of Tuatara shareholders. Over the next two weeks, Tuatara continued to finalize its diligence including conducting customer calls and continued negotiation of the merger and ancillary agreements. In addition, between October 14, 2021 and November 6, 2021 representatives of each of Tuatara, SpringBig, Davis Polk and Benesch met telephonically and exchanged numerous emails to finalize the remaining open items related to the merger agreement and various other agreements contemplated therein. Among key issues in the negotiations was treatment in the transaction of the unvested options for SpringBig’s management and circumstances under which change in control transaction after the closing would result in acceleration of SpringBig shares and sponsor shares that are subject to the respective earnouts. Following these discussions, representatives from Davis Polk and Benesch exchanged revised drafts of the merger agreement and other agreements, reflecting the outcome of such discussions. On November 1, 2021, Tuatara management and board of directors discussed in detail the Between November 1, 2021 and November 7, 2021, each of the independent directors of Tuatara has determined that it would be in the interests of Tuatara shareholders if such director’s shares in Tuatara should be subject to the same earnout requirements as the sponsor shares and accordingly has amended such directors agreements with Tuatara. On November 7, 2021, Tuatara management, board of directors, and Davis Polk discussed final transaction terms and outstanding diligence items. The On the evening of November 8, 2021, the parties executed the original merger agreement and the On November 9, 2021, the transaction was publicly announced. Following the execution of the original merger agreement, the parties continued to have regular discussions regarding the execution and timing of the business combination, market conditions in the cannabis industry and plans for the future. On February 10, 2022, Tuatara filed a registration statement on Form S-4 and a preliminary proxy statement related to the business combination. 127 On March 17, 2022, Tuatara filed Amendment No. 1 to its registration statement on Form S-4 and preliminary proxy statement. In late March 2022, Tuatara management and SpringBig discussed the terms of the original merger agreement based on changing general economic and market conditions since the approval of the original merger agreement in November 2021. The Parties discussed the general decline in market valuation of comparable companies since November 2021, the cyclical nature of general economic and market conditions and the changes in the general SPAC environment with respect to redemptions by investors. On April 1, 2022, Tuatara management and SpringBig agreed to revise several terms of the transaction, which included the following principal changes to the terms: an enterprise value of SpringBig reduced from $300,000,000 to $275,000,000 (on a debt and cash free basis); an earnout increase from 9,000,000 shares to 10,500,000 shares, with vesting of 7,000,000 shares at $12 per share; 2,250,000 shares at $15 per share; and 1,250,000 shares at $18 per share; and an increase in the earnout period from thirty-six (36) months to sixty (60) months for both SpringBig and the sponsor. On April 4, 2022, Tuatara management and board of directors discussed in detail the revised transaction terms and valuation. The board of directors reviewed again the current business performance and projections that the board of directors reviewed in connection with its unanimous approval of the business combination on November 7, 2021 and reviewed the revised valuation, based on updated Enterprise Value to revenue multiples of certain comparable companies, updated range of Adjusted EBITDA multiples and updated discount rates as presented by Tuatara management. The board of directors unanimously approved On April 14, 2022, the parties executed the amended and restated merger agreement. On April 29, 2022, Tuatara management and SpringBig discussed the potential change in accounting treatment of the business combination due to the revisions to the terms of the transaction agreed to on April 14, 2022. On May 3, 2022, Tuatara management and SpringBig discussed certain changes to the terms of the revised transaction that would preserve the accounting treatment of the business combination under the original merger agreement, including a On May 4, 2022, Tuatara management and board of directors discussed in detail the proposed amendment to the terms of the merger agreement such that SpringBig would designate a majority of On May 4, 2022, the parties executed the amendment no. 1 to the amended and restated merger agreement. Tuatara’s Board of Tuatara’s board of directors considered a wide variety of factors in connection with its evaluation of the Before reaching its decision, Tuatara’s board of directors reviewed the results of due diligence conducted by Tuatara’s management, together with its advisors, which included, among other things: extensive meetings (both in-person and telephonic) with SpringBig’s management team regarding operations and forecasts; research on the cannabis industry, including historical growth trends and market data, as well as end-market size and growth projections; review of SpringBig’s material contracts and financial, tax, legal, accounting, technology and intellectual property due diligence; 128 consultation with Tuatara’s management, and legal and capital markets advisors; review of current and forecasted industry and market conditions; financial and valuation analysis of SpringBig and the SpringBig’s audited and unaudited financial statements; and reports related to tax and legal diligence prepared by external advisors. In the prospectus for Tuatara’s IPO, we identified general, non-exclusive criteria and guidelines that we believed would be
In considering the business combination, Tuatara’s board of The board of directors of Tuatara did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination. Tuatara’s officers and Valuation. Although the board of directors of Tuatara did not seek a third-party valuation, and did not receive any report, valuation or opinion from any third party in connection with its determination to approve the business combination, the board of directors of Tuatara relied on the following sources: (i) the projections (see the section entitled “The Business Combination—Certain Projected Financial Information”), (ii) financial due diligence materials prepared by In connection with its approval of the Marketing/Customer Engagement:
129
Commerce/POS:
SaaS Software:
Cannabis Software:
130 The board of directors of Tuatara, with the assistance of Tuatara’s management, determined that a revenue multiple was the most relevant metric among the metrics used to value comparable companies with negative EBITDA. The Tuatara board, in connection with its approval of the amended and restated merger agreement, focused its analysis on mean and median calendar year 2023E Enterprise Value (“EV”) to a revenue multiples, including the following overall peer set multiples used for benchmarking purposes:
After factoring in scale, size, industry and other factors, the valuation was further discounted to a range of 4.5x to 6.5x 2023E Revenue which resulted in a range of enterprise value of SpringBig ranging from $285 million to $410 million. In connection with its approval of the amended and restated merger agreement, the board was also presented with a discounted cash flow (“DCF”) analysis of SpringBig using the financial forecasts and other information as summarized in the section entitled “The Business Combination—Certain Projected Financial Information” to calculate the estimated present value of the future unlevered free cash flows projected to be generated by SpringBig from calendar year 2022 to 2025, including the estimated present value of SpringBig’s terminal value. The DCF analysis discounted the value of the free cash flows and present value of terminal value to April 4, 2022. Based on its experience and judgment, Tuatara believed it appropriate to utilize Adjusted EBITDA multiples ranging from 10.0x to 14.0x to apply to forecasted Adjusted EBITDA for calendar year 2025 for a range of terminal values and discount rates ranging from 17.5% to 22.5%. These discount rates were based on Tuatara’s judgment of the estimated range of SpringBig’s weighted average cost of capital. Based on the foregoing, the DCF analysis yielded implied enterprise values for SpringBig ranging from $316 million to $491 million. In addition, the board of directors considered sum-of-parts analysis , which incorporated, among other things, the implied valuation of SpringBig’s contractual and non-contractual revenue. Based on comparable trading multiples and published equity research analysis of comparable companies, contractual revenue was valued on 5.5x to 7.5x 2023 Revenue and non-contractual revenue was valued at 3.0x to 5.0x 2023 Revenue. Based on the foregoing analysis, a range of implied enterprise values for SpringBig was from $300 million to $425 million. In connection with its approval of the amended and restated merger agreement, the board of directors also considered precedent transactions of companies in the cannabis technology and other software and customer loyalty technology sectors which yielded implied enterprise values of SpringBig ranging from $305 million to $420 million. The board of directors also considered the following positive factors, although not weighted or in any order of significance:
131
In the course of its deliberations, our board of directors also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the transaction, including, among others, the following: The risks associated with the cannabis industry in general, including the development, effects and enforcement of laws and regulations with respect to the cannabis industry. The risks associated with global macroeconomic uncertainty and the effects it could have on SpringBig’s revenues. The risks associated with SpringBig’s ability to continue to grow its revenue, including its ability to acquire and retain paying clients. The risks associated with increased competition from existing competitors and potential new entrants. The risks associated with SpringBig being unable to successfully execute on its M&A strategy. 132 The risks associated with increased regulatory limitation on cannabis related to content in marketing and messaging. The risks associated with inability to obtain additional PIPE financing or otherwise retain sufficient cash in the trust account or find replacement sources of cash to meet growth plans of the business. The risk that the business combination might not be consummated in a timely manner or that the closing might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of Tuatara’s shareholders. The fact that Tuatara did not obtain an opinion from any independent investment banking or accounting firm that the price Tuatara is paying to acquire SpringBig is fair to Tuatara or its shareholders from a financial point of view. The risk that SpringBig might not able to protect its trade secrets or maintain its trademarks, patents and other intellectual property consistent with historical practice. The risk that key employees of SpringBig might not remain with the company following the closing. The possibility of litigation challenging the business combination. The challenge of attracting and retaining senior management personnel. The significant fees and expenses associated with completing the business combination and related transactions and the substantial time and effort of management required to complete the business combination. The other risks described in the section entitled “Risk Factors.” After considering the foregoing potentially positive and potentially negative reasons, our board of directors concluded, in its business judgment, that the potentially positive reasons relating to the business combination outweighed the potentially negative reasons. In connection with its deliberations, our board of directors did not consider the fairness of the consideration to be paid by Tuatara in the business combination to any person other than Tuatara. 133 Certain Projected Financial Information Certain SpringBig Forecasts SpringBig does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the sale process, certain financial forecasts for fiscal years 2021 through 2024 were prepared by SpringBig’s management and made available to Tuatara (the “SpringBig projections”). Projected Revenue is based on a variety of operational and regulatory assumptions, including overall economic trends, the attraction, retention and expansion of clients and client relationships, the regulation and maturation of the cannabis market as well as the development of new markets, and developments in the services and products offered.The revenue projections are based on SpringBig’s existing business – comprised of retail and brands clients – and does not include M&A activity. SpringBig’s revenue from retail clients increased by 56% in 2021 compared with 2020 and SpringBig’s projections for revenue growth from 2022 to 2024 reflect similar growth rates ranging from 52% to 56% each year, with this projected growth across those time periods driven by new clients and expanding accounts with existing clients. As described in “Business of SpringBig—Growth Strategies”, SpringBig believes it will experience growth through the addition of new customers in both existing markets and in new emerging markets as additional states and other jurisdictions legalize cannabis use. Further, with SpringBig’s historical ability to secure, retain and expand relationships with its clients, SpringBig also anticipates increased revenue from existing clients as they utilize the SpringBig platform across additional locations, with greater cadence and through distributions of higher volumes of communications. SpringBig will continue to enhance its product offerings and this is expected to be a driver in ensuring client retention and fueling some increases in revenue. The costs associated with such development are included as Operating Expenses. SpringBig’s brands platform is in its infancy, as it was launched in the latter part of 2020. While the revenue from this segment is projected at $0.8 million in 2021, the projections incorporate increases to reach $19 million by 2024. This growth trajectory is comparable to the trajectory of the retail revenues that SpringBig experienced from 2018 to 2021 increasing from $1.0 million to $23 million. There are in excess of 5,000 cannabis brands in the U.S. and during 2021 SpringBig brand clients totaled 69 brands, hence there is a significant opportunity to increase revenues from brand clients. The projected revenue growth for brands clients is based on similar assumptions as SpringBig’s retail revenue projections. SpringBig believes it will experience growth in revenue from its brands platform through the addition of new customers as well as through the expansion of existing brand client accounts. As described in “Business of SpringBig – Our Growth Strategies,” SpringBig expects revenue increases from brands will be driven by the continued proliferation of branded products, the accompanying expected sales and marketing spend by those clients (including an increased cadence and volume of marketing campaigns) and the development and expansion of brands in new markets in the cannabis space. Projected Gross Profit and EBITDA are driven by increases in selling, servicing and marketing, technology and software development and general and administrative expenses necessary as the business increases its scale. The general and administrative expenses include additional expenses associated with being a public company from 2022 onwards. The SpringBig projections were provided by management of Tuatara to our board of directors in connection with its evaluation of the business combination. The financial projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to SpringBig’s business, all of which are difficult to predict and many of which are beyond SpringBig’s and Tuatara’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Because the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, these financial projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks and uncertainties set forth in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections beginning on pages 58 and 2 of this proxy statement/prospectus, respectively. 134 The financial projections were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In the view of SpringBig’s management, the financial projections were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of SpringBig. The SpringBig projections were prepared by SpringBig’s management. None of SpringBig’s independent registered accounting firm, Tuatara’s independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Nonetheless, a summary of the SpringBig projections is provided in this proxy statement/prospectus because the projections were made available to Tuatara and our board of directors in connection with their review of the business combination. The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Tuatara, our board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE SPRINGBIG PROJECTIONS, TUATARA UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE. SpringBig projections
These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and the non-GAAP financial measures as used in the above may not be comparable to similarly titled amounts used by other companies or persons, because they may not calculate these non-GAAP measures in the same manner. Satisfaction of 80% Test It is a requirement under our existing organizational documents and Nasdaq listing requirements that the business or assets acquired in our initial business combination have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination. 135 As of the date of the execution of the merger agreement, the balance of the funds in the trust account was approximately $ (excluding the deferred underwriting amount) and 80% thereof represents approximately $ . In reaching its conclusion that the business combination meets the 80% asset test, the board of directors looked at the enterprise value of SpringBig of approximately $ (calculated on a debt and cash free basis). In determining whether the enterprise value described above represents the fair market value of SpringBig, our board of directors considered all of the factors described above in this section and the fact that the purchase price for SpringBig was the result of an arm’s-length negotiation. As a result, our board of directors concluded that the fair market value of the business acquired was significantly in excess of 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). In light of the financial background and experience of the members of our management team and the board of directors, our board of directors believes that the members of our management team and the board of directors are qualified to determine whether the business combination meets the 80% asset test. Our board of directors did not seek or obtain an opinion of an outside financial advisor as to whether the 80% asset test has been met. Interests of Certain Persons in the Business Combination When considering our board of directors’ recommendation that our shareholders vote in favor of the approval of the business combination, our shareholders should be aware that our sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, the interests of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to shareholders that they approve the business combination. Our shareholders should take these interests into account in deciding whether to approve the business combination. These interests include: the fact that certain of our directors and officers are principals of our sponsor; the fact that 5,000,000 founder shares held by our sponsor and affiliates, for which it paid approximately $25,000, will convert on a one-for-one basis, into 5,00,000 shares of common stock upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares are issued by us in connection with or in relation to the consummation of the business combination) with 1,000,000 of such shares being forfeited upon the closing, and such shares, if unrestricted and freely tradable would be valued at approximately $ , based on the closing price of our Class A ordinary shares on the Nasdaq on , 2022; the fact that our sponsor holds 6,000,000 private placement warrants purchased in a private placement that closed simultaneously with the consummation of the IPO that would expire worthless if a business combination is not consummated by February 17, 2023; the fact that in connection with the business combination, we entered into the subscription agreements with the subscription investors, which include a special purpose vehicle owned by certain of our and our sponsor’s directors and officers, which provide for the purchase by the subscription investors of an aggregate of 1,310,000 Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication), for a purchase price of $10.00 per ordinary share, in a private placement, the closing of which will occur immediately prior to the closing; the fact that our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if Tuatara fails to complete an initial business combination, including the business combination, by February 17, 2023; the fact that if the trust account is liquidated, including in the event Tuatara is unable to complete an initial business combination by February 17, 2023, our sponsor has agreed that it will be liable to Tuatara if and to the extent any claims by a third party (other than Tuatara’s independent auditors) for services rendered or products sold to Tuatara, or a prospective target business with which Tuatara has discussed entering into a transaction agreement, reduce the amounts in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act; 136 the fact that one or more directors of Tuatara will be a director of New SpringBig; the continued indemnification of Tuatara’s current directors and officers and the continuation of Tuatara’s directors’ and officers’ liability insurance after the business combination; and the fact that our sponsor, officers, directors and their respective affiliates will not be reimbursed for any out-of-pocket expenses from any amounts held in the trust account if an initial business combination is not consummated by February 17, 2023. Total Shares of New SpringBig to be Issued in the Business Combination Assuming there are no redemptions of our public shares and that no additional shares are issued prior to the completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of Tuatara by our public shareholders, our subscription investors, the post-merger SpringBig equity holders and our sponsor, officers and directors will be as follows: The public shareholders would own 21,000,000 shares of common stock, representing 44.9% of New SpringBig’s total outstanding shares of common stock; The subscription investors would own 1,310,000 shares of common stock, representing 2.8% of New SpringBig’s total outstanding shares of common stock; Our sponsor and affiliates of our sponsor would own 3,600,000 shares of common stock (including 600,000 shares received pursuant to the PIPE subscription financing), representing 7.7% of New SpringBig’s total outstanding shares of common stock; Our officers and directors (including directors nominated for election at the general meeting) would own 5,896,666 shares of common stock, representing 12.6% of New SpringBig’s total outstanding shares of common stock; and The SpringBig equity holders would own 21,500,000 shares of common stock, representing 45.9% of New SpringBig’s total outstanding shares of common stock. The preceding description of the ownership of Tuatara’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof. The preceding description of the ownership of Tuatara's securities excludes the Sponsor Earnout Shares that are subject to vesting and forfeiture, but includes 130,000 shares held by the independent directors of Tuatara. Assuming there is a maximum redemption of our public shares and that no additional shares are issued prior to the completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of Tuatara by our public shareholders, our subscription investors, the post-merger SpringBig equity holders and our sponsor, officers and directors will be as follows: The public shareholders would own 599,892 shares of common stock, representing 2.3% of New SpringBig’s total outstanding shares of common stock; Our subscription investors would own 1,310,000 shares of common stock, representing 5.0% of New SpringBig’s total outstanding shares of common stock; Our sponsor and affiliates of our sponsor would own 3,600,000 shares of common stock (including 600,000 shares received pursuant to the PIPE subscription financing), representing 13.6% of New SpringBig’s total outstanding shares of common stock; Our officers and directors (including directors nominated for election at the general meeting) would own 5,896,666 shares of Class A common stock, representing 22.3% of New SpringBig’s total outstanding shares of common stock; and The SpringBig equity holders would own 21,500,000 shares of common stock, representing 81.4% of New SpringBig’s total outstanding shares of common stock. The preceding description of the ownership of Tuatara’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof. The preceding description assumes that public shareholders have exercised their redemption 137 rights with respect to 19,700,054 public shares (i.e., the maximum amount of outstanding public shares that Tuatara can redeem after giving effect to the payments to redeeming shareholders), which is equal to approximately 98.5% of non-affiliated public shares. The preceding description of the ownership of Tuatara's securities excludes the Sponsor Earnout Shares that are subject to vesting and forfeiture, but includes 130,000 shares held by the independent directors of Tuatara. The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by Tuatara’s existing shareholders in New SpringBig following the business combination will be different. For example, if we assume that all 10,000,000 public warrants and 6,000,000 private placement warrants were exercisable and exercised following completion of the business combination and related transactions, then the ownership of Tuatara by our public shareholders, our subscription investors, the post-merger SpringBig equity holders and our sponsor, officers and directors, assuming no redemptions, will be as follows: The public shareholders would own 31,000,000 shares of common stock, representing 49.4% of New SpringBig’s total outstanding shares of common stock; The subscription investors would own 1,310,000 shares of common stock, representing 2.1% of our total outstanding shares of common stock; Our sponsor and affiliates of our sponsor would own 9,600,000 shares of common stock (including 600,000 shares received pursuant to the PIPE subscription financing), representing 15.3% of New SpringBig’s total outstanding shares of common stock; Our officers and directors (including directors nominated for election at the general meeting) would own 5,896,666 shares of common stock, representing 9.4% of New SpringBig’s total outstanding shares of common stock; and The SpringBig equity holders would own 21,500,000 shares of common stock, representing 34.2% of New SpringBig’s total outstanding shares of common stock. The preceding description of the ownership of Tuatara’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof. The preceding description of the ownership of Tuatara's securities excludes the Sponsor Earnout Shares that are subject to vesting and forfeiture, but includes 130,000 shares held by the independent directors of Tuatara. You should read “Unaudited Pro Forma Condensed Combined Financial Information” for further information. Sources and Uses for the Business Combination The following table summarizes the sources and uses for funding the business combination, assuming no redemptions of our public shares.
138 Board of Directors of New SpringBig Following the Business Combination Upon the closing, assuming the election of each of the director nominees and re-nominees, the board of directors of New SpringBig will consist of at least the following seven directors: Sergey Sherman, Jeffrey Harris, Phil Schwarz, Jon Trauben, Steven Bernstein, Patricia Glassford, and Amanda Lannert. See “Proposal No. 12 – The Director Election Proposal.” Information about the current Tuatara directors and executive officers can be found in the section entitled “Where You Can Find Additional Information – Tuatara SEC Filings.” Redemption Rights Pursuant to our existing organizational documents, we are providing the public shareholders with the opportunity to have their public shares redeemed at the closing of the business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of income taxes payable) in connection with the liquidation of the trust account or if we subsequently complete a different initial business combination on or prior to February 17, 2023, and such shares are We will pay the redemption price to any public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination. If you exercise your redemption rights, your public shares will cease to be outstanding immediately prior to the business combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the In addition, under the merger agreement, public shareholders who do not redeem their public shares in connection with the business combination would be entitled to receive, following the domestication, their respective pro rata share of the 139 Appraisal Rights There are no appraisal rights available to our shareholders in connection with the SpringBig shareholders will have appraisal rights in connection with the business combination under Delaware law. No SpringBig shareholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “dissenting shareholder”) with respect to its SpringBig shares (such shares, “dissenting shares”) will be entitled to receive any portion of the merger consideration with respect to the dissenting shares owned by such dissenting shareholder unless and until such dissenting shareholder fails to perfect or otherwise waives, withdraws or loses its appraisal rights under the 140 Overview As discussed in this proxy statement/prospectus, Tuatara is asking its shareholders to approve the Domestication Proposal. The board of directors recommends that shareholders approve a change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the The Domestication Proposal, if approved, will approve a change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Tuatara is currently governed by the Cayman Islands Companies Act, upon domestication, New SpringBig will be governed by the DGCL. We urge shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, Tuatara will also ask its shareholders to approve the Organizational Documents Proposals, which, if approved, will replace the existing organizational documents with the proposed organizational documents. The proposed organizational documents differ in certain material respects from the existing organizational documents, and we urge shareholders to carefully consult the information provided in the Organizational Documents Proposals, the Appraisal rights are not available to Tuatara Proposals to be Put to the Shareholders of Tuatara General Meeting The following is a summary of the Transaction The Business Combination Proposal Our shareholders are being asked to approve, by ordinary resolution, the transactions contemplated by the merger agreement, pursuant to which Merger Sub will be merged with and into SpringBig, whereupon the separate corporate existence of Merger Sub will cease and SpringBig will be the surviving company and continue in existence as a subsidiary of New SpringBig, on the terms and subject to the conditions set forth therein. For a more After consideration of the factors identified and discussed in the section entitled “The Business Combination – Tuatara’s Board of Directors’ Reasons for Approval of the Business If there are The Nasdaq Proposal For purposes of complying with the Nasdaq Stock Market Listing Rules 5635(a), (b) and (d), our shareholders are If there are insufficient votes to approve the Business Combination Proposal at the general meeting, Tuatara’s board of directors may submit the Adjournment Proposal for a vote. For additional information, see “The Nasdaq Proposal” section of this proxy statement/ prospectus. The Domestication Proposal Our shareholders are also being asked to approve, by special resolution, a change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the See the section entitled “The Domestication” for more detailed information regarding the domestication. The Organizational Documents Proposals Our shareholders are also being asked to approve the Organizational Documents Proposals, which, if approved, will replace our existing organizational documents with the proposed organizational documents. The proposed organizational documents differ in Tuatara’s shareholders are asked to Our shareholders are also being asked to approve Organizational Documents Proposals A through
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The Articles Amendment Proposal Our shareholders are also being asked to approve, by special resolution, the For additional information, see the section entitled “The Articles Amendment Proposal” of this proxy statement/prospectus. The Notes and Warrants Proposal Our shareholders are being asked to approve the issuance of the Notes, Warrants and the common stock underlying such Notes and Warrants upon their For additional information, see the The Director Election Proposal Our shareholders are also being asked to approve the Director Election Proposal. Following the domestication, our board of directors will be For additional information, see the section entitled “The Director Election Proposal” of this proxy statement/prospectus. The Incentive Plan Proposal Our shareholders are also being asked to approve, by ordinary resolution, the Incentive Plan Proposal. The purpose of the For additional information, see “The Incentive Plan Proposal” section of this proxy statement/prospectus. The Adjournment Proposal In the event that there are insufficient votes to approve the other Transaction Proposals, Tuatara’s board of directors may present a proposal to adjourn the general meeting to or dates to permit further solicitation of proxies. For additional information, see “The Adjournment Proposal” section of this proxy statement/prospectus. 50 Date, Time and Place of General Meeting The general meeting will be held at , local time, on Voting Power; Record Date You will be entitled to Proxy Solicitation Tuatara has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares at the Quorum and Required Vote for Proposals for the General Meeting A quorum of Tuatara shareholders is The Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Notes and Warrants Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The election of each director nominee or re-nominee, as applicable, must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the outstanding Class B ordinary shares as of the record date that are present and vote at the general meeting. Approval of the Organizational Documents Proposals, the Articles Amendment Proposal and the Domestication Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of not less than two-thirds of the shareholders who attend and vote at the general meeting. Currently, shareholders that have agreed to vote ordinary shares owned by them in favor of the Transaction Proposals own approximately 20% of our issued and outstanding ordinary shares, in the aggregate, including the founder shares. Accordingly, approximately 30% of non-affiliated ordinary shares are required to Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals. A shareholder’s failure to vote by 51 For purposes of determining a quorum and The closing is conditioned on the approval of the Transaction Proposals (other than the Adjournment Proposal) at the general meeting. Appraisal Rights Appraisal rights are not available to Tuatara shareholders in connection with the business combination. Pursuant to Section 262 of the DGCL, SpringBig shareholders who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect, waive, withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of SpringBig stock, as determined by the Court of Chancery, if the business combination completed. The “fair value” of shares of SpringBig stock as determined by the Court of Chancery may be more or less than, or the same as, the value of the consideration that a SpringBig shareholder is otherwise entitled to receive under the merger agreement. SpringBig shareholders who do not consent to the adoption of the merger agreement and who wish to preserve their appraisal rights must so advise SpringBig by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from SpringBig that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, SpringBig shareholders who may wish to pursue appraisal rights should consult their legal and financial advisors. For additional information on appraisal rights available to SpringBig shareholders, see the section entitled “Appraisal Rights.” Proposals to be Put to the Shareholders of Tuatara General Meeting The following is a summary of the Transaction Proposals to be put to the general meeting. The Business Combination Proposal Our shareholders are being asked to approve, by ordinary resolution, the transactions contemplated by the merger agreement, pursuant to which Merger Sub will be merged with and into SpringBig, whereupon the separate corporate existence of Merger Sub will cease and SpringBig will be the surviving company and continue in existence as a subsidiary of New SpringBig, on the terms and subject to the conditions set forth therein. For a more detailed summary of the merger agreement and the business combination, including the background of the business combination, Tuatara’s board of directors’ reasons for the business combination and related matters, see “The Business Combination” beginning on page 103. Our shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read carefully the merger agreement in its entirety before voting on the Business Combination Proposal. After consideration of the factors identified and discussed in the section entitled “The Business Combination – Tuatara’s Board of Directors’ Reasons for Approval of the Business Combination,” Tuatara’s board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for its IPO, including that the business of SpringBig had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the merger agreement. 46 If there are insufficient votes to approve the Business Combination Proposal at the general meeting, Tuatara’s board of directors may submit the Adjournment Proposal for a vote. The Nasdaq Proposal For purposes of complying with the Nasdaq Stock Market Listing Rules 5635(a), (b) and (d), our shareholders are being asked to approve the issuance of an aggregate of (i) 1,310,000 shares of common stock to the subscription investors pursuant to the subscription agreements and (ii) 21,500,000 shares of common stock to post-merger SpringBig shareholders pursuant to the merger agreement. If there are insufficient votes to approve the Business Combination Proposal at the general meeting, Tuatara’s board of directors may submit the Adjournment Proposal for a vote. For additional information, see “The Nasdaq Proposal” section of this proxy statement/ prospectus. The Domestication Proposal Our shareholders are also being asked to approve, by special resolution, a change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware. Accordingly, while Tuatara is currently governed by the Cayman Islands Companies Act, upon domestication, New SpringBig will be governed by the DGCL. There are differences between the Cayman Islands Companies Act and the DGCL. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” On the effective date of the domestication, the currently issued and outstanding Class A ordinary shares and Class B ordinary shares will automatically convert, on a one-for-one basis, into shares of common stock. See the section entitled “The Domestication” for more detailed information regarding the domestication. The Organizational Documents Proposals Our shareholders are also being asked to approve the Organizational Documents Proposals, which, if approved, will replace our existing organizational documents with the proposed organizational documents. The proposed organizational documents differ in certain material respects from the existing organizational documents and we urge shareholders to carefully consult the information set out in the “Organizational Documents Proposals” sections, the relevant Questions and Answers (including the chart of material differences included therein) and the proposed organizational documents of New SpringBig, attached hereto as Annexes B and C. Tuatara’s shareholders are asked to consider and vote upon and to approve by special resolution six separate proposals in connection with the replacement of the existing organizational documents with the proposed organizational documents. A brief summary of each of the Organizational Documents Proposals is set forth below. All shareholders are encouraged to read the complete text of the proposed organizational documents, which are attached to this proxy statement/prospectus. 47 Our shareholders are also being asked to approve Organizational Documents Proposals A through F, which are, in the judgment of our board of directors, necessary to adequately address the needs of New SpringBig after the business combination:
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The Articles Amendment Proposal Our shareholders are also being asked to approve, by special resolution, the Articles Amendment Proposal, prior to the Domestication, under Cayman Islands law to delete (i) the limitation on share repurchases prior to the consummation of a business combination that would cause Tuatara's net tangible assets to be less than $5,000,001 following such repurchases, (ii) the limitation that Tuatara shall not consummate a business combination if it would cause Tuatara's net tangible assets to be less than $5,000,001 and (iii) the limitation that Tuatara shall not redeem public shares that would cause Tuatara's net tangible assets to be less than $5,000,001 following such redemptions. The approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the ordinary shares as of the record date that are present and vote at the general meeting. For additional information, see the section entitled “The Articles Amendment Proposal” of this proxy statement/prospectus. The Notes and Warrants Proposal Our shareholders are being asked to approve the issuance of the Notes, Warrants and the common stock underlying such Notes and Warrants upon their conversion or exercise, in a private placement with the Investor pursuant to the Convertible Notes Financing. For additional information, see the section entitled “The Notes and Warrants Proposal” of this proxy statement/prospectus. The Director Election Proposal Our shareholders are also being asked to approve the Director Election Proposal. Following the domestication, our board of directors will be divided into three (3) classes, with only one class of directors being elected in each year. Each class of directors will generally serve for a three (3)-year term. Pursuant to our existing organizational documents, prior to the closing, only holders of Class B ordinary shares can appoint or remove directors. As such, only holders of Class B ordinary shares will be entitled to vote at the general meeting to elect directors. For additional information, see the section entitled “The Director Election Proposal” of this proxy statement/prospectus. The Incentive Plan Proposal Our shareholders are also being asked to approve, by ordinary resolution, the Incentive Plan Proposal. The purpose of the 2022 Incentive Plan is to enable New SpringBig to offer its employees, directors and other individual service providers long-term equity-based incentives in New SpringBig, thereby attracting, retaining and rewarding such individuals, and strengthening the mutuality of interests between such individuals and New SpringBig’s shareholders. For additional information, see “The Incentive Plan Proposal” section of this proxy statement/prospectus. The Adjournment Proposal In the event that there are insufficient votes to approve the other Transaction Proposals, Tuatara’s board of directors may present a proposal to adjourn the general meeting to or dates to permit further solicitation of proxies. For additional information, see “The Adjournment Proposal” section of this proxy statement/prospectus. 50 Date, Time and Place of General Meeting The general meeting will be held at , local time, on , 2022, at the offices of and online via . Shareholders may attend, vote and examine the list of Tuatara shareholders entitled to vote at the general meeting by visiting the offices of and online via and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID-19), Tuatara shareholders are encouraged to attend the general meeting (in person or virtually via webcast). Voting Power; Record Date You will be entitled to vote or direct votes to be cast at the general meeting if you owned ordinary shares at the close of business on , 2022, which is the record date for the general meeting. You are entitled to one vote for each ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were Class A ordinary shares of Tuatara outstanding and Class B ordinary shares of Tuatara outstanding. Proxy Solicitation Tuatara has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares at the general meeting (in person or virtually) if it revokes its proxy before the general meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “General Meeting of Tuatara Shareholders– Revoking Your Proxy.” Quorum and Required Vote for Proposals for the General Meeting A quorum of Tuatara shareholders is necessary to hold a valid meeting. A quorum will be present at the general meeting if a majority of the issued shares entitled to vote at the general meeting is represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals. The Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Notes and Warrants Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The election of each director nominee or re-nominee, as applicable, must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the outstanding Class B ordinary shares as of the record date that are present and vote at the general meeting. Approval of the Organizational Documents Proposals, the Articles Amendment Proposal and the Domestication Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of not less than two-thirds of the shareholders who attend and vote at the general meeting. Currently, shareholders that have agreed to vote ordinary shares owned by them in favor of the Transaction Proposals own approximately 20% of our issued and outstanding ordinary shares, in the aggregate, including the founder shares. Accordingly, approximately 30% of non-affiliated ordinary shares are required to vote in the affirmative to pass each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Notes and Warrants Proposal and the Adjournment Proposal and approximately 47% of non-affiliated ordinary shares are required to vote in the affirmative to pass each of the Organizational Documents Proposals, the Articles Amendment Proposal and the Domestication Proposal. Assuming only a quorum is present at the general meeting, approximately 5% of non-affiliated ordinary shares are required to vote in the affirmative to pass each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Notes and Warrants Proposal and the Adjournment Proposal and approximately 13% of non-affiliated ordinary shares are required to vote in the affirmative to pass each of the Organizational Documents Proposals, the Articles Amendment Proposal and the Domestication Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals. A shareholder’s failure to vote by proxy or to vote in person at the general meeting will not be counted towards the number of ordinary shares required to validly establish a quorum, and if a valid quorum is otherwise established, will have no effect on the outcome of any vote on any of the Transaction Proposals. 51 For purposes of determining a quorum and the required votes for the proposals, “in person” shall also include virtual attendance at the general meeting. The closing is conditioned on the approval of the Transaction Proposals (other than the Adjournment Proposal) at the general meeting. Recommendation to Tuatara Shareholders After careful consideration, Tuatara’s board of directors recommends that Tuatara’s shareholders vote “FOR” each Transaction Proposal being submitted to a vote of Tuatara’s shareholders at the general meeting. For a more complete description of Tuatara’s reasons for the approval of the business combination and the recommendation of Tuatara’s board of directors, see the section entitled “The Business Combination – Tuatara’s Board of Directors’ Reasons for Approval of the Business Combination.” When you consider the recommendation of the board of directors to vote in favor of approval of these Transaction Proposals, you should keep in mind that our sponsor and certain of our directors and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. Please see the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination.” The domestication will change Tuatara’s jurisdiction of incorporation from the Cayman Islands to Delaware and, as a result, Tuatara’s existing organizational documents will change and will be governed by the DGCL rather than Cayman Islands Companies Act. There are differences between Cayman Islands corporate law, which currently governs Tuatara, and Delaware corporate law, which will govern New SpringBig following the domestication. Additionally, there are differences between the proposed organizational documents of New SpringBig and the existing organizational documents of Tuatara. For a summary of the material differences among the rights of holders of common stock of New SpringBig and holders of ordinary shares of Tuatara see “Comparison of Corporate Governance and Shareholder Rights” and “The Organizational Documents Proposals.” Regulatory Matters The parties to the merger agreement have determined that the business combination does not require a notification and report form to be filed in connection with the HSR Act and accordingly have waived such condition. Accordingly, the business combination is not subject to any federal or state regulatory requirement or approval, except for the filings with the SEC, Nasdaq, the Cayman Islands and the State of Delaware, in each case, that are necessary to effectuate the business combination and the domestication. It is presently contemplated that if any additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained. Risk Factors In evaluating the Transaction Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the documents incorporated by reference herein, and especially consider the factors discussed in the section entitled “Risk Factors.” Emerging Growth Company Tuatara is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to non-emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 52 Exchange Act) are required to comply with the new or revised financial accounting standards. Tuatara intends to take advantage of the benefits of this extended transition period. This may make comparison of Tuatara’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used. Tuatara will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of its initial public offering or (b) in which it has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) it is deemed to be a large accelerated filer, which means the market value of its Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, or (y) the date on which it has issued more than $1.0 billion in nonconvertible debt during the prior three (3)-year period. 53 Tuatara is providing the following selected unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions. The following selected unaudited pro forma condensed combined balance sheet combines the audited historical consolidated balance sheet of SpringBig as of December 31, 2021 with the audited historical balance sheet of Tuatara as of December 31, 2021, giving effect to the transactions as if they had been consummated as of that date. The following selected unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 combines the audited historical consolidated statement of operations of SpringBig for the year ended December 31, 2021 with the audited statement of operations of Tuatara for the year ended December 31, 2021, giving effect to the transactions as if they had occurred as of January 1, 2021, the earliest period presented. The selected unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption of Tuatara’s Class A ordinary shares into cash:
The historical financial information has been adjusted to give effect to the expected events that are related and/or directly attributable to the transactions, are factually supportable and are expected to have a continuing impact on the combined results. The adjustments presented in the selected unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the transactions. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the business combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with the following: the historical audited financial statements of Tuatara as of and for the year ended December 31, 2021 and as of December 31, 2020 and for the period from January 24, 2020 through December 31, 2020; the historical audited consolidated financial statements of SpringBig as of and for the years ended December 31, 2021 and December 31, 2020; 54 the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SpringBig,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tuatara” and other financial information included elsewhere in this proxy statement/prospectus; and other information relating to Tuatara and SpringBig included in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth under the section entitled “The Business Combination.” The selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only. Such information is only a summary and should be read in conjunction with the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The financial results may have been different had the companies always been combined. You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. The unaudited pro forma condensed combined financial information does not give effect to the Cantor Equity Financing as described under “The Business Combination—Related Agreements—Cantor Equity Financing.” Selected Unaudited Pro Forma Financial Information (in thousands, except share and per share amounts)
Accounting Treatment The business combination will be accounted for as a capital reorganization in accordance with GAAP. Under this method of accounting, Tuatara will be treated as the “acquired” company for accounting purposes. Accordingly, the business combination will be treated as the equivalent of SpringBig issuing shares at the closing of the business combination for the net assets of Tuatara as of the closing date, accompanied by a recapitalization. The net assets of Tuatara will be stated at historical cost, with no goodwill or other intangible assets recorded. SpringBig has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: SpringBig’s shareholders will have the largest voting interest in New SpringBig under the maximum redemption scenario; The board of directors of the post-combination company has seven members, and SpringBig shareholders have the ability to nominate at least the majority of the members of the board of directors; SpringBig’s senior management is the senior management of the post-combination company; The business of SpringBig will comprise the ongoing operations of New SpringBig; and SpringBig is the larger entity, in terms of substantive operations and employee base. 55 The following table sets forth the summary historical comparative share information for SpringBig and Tuatara on a stand-alone basis and unaudited pro forma combined per share information after giving effect to the Business Combination, assuming two redemption scenarios; (1) assuming no Tuatara shareholders exercise redemption rights with respect to their Class A ordinary shares upon the consummation of the Business Combination; and (2) assuming that Tuatara shareholders exercise their redemption rights with respect to a maximum of 19,700,054 Class A ordinary shares upon consummation of the Business Combination. The weighted average shares outstanding and net earnings per share information reflect the business combination as if it had occurred on January 1, 2021. This information is only a summary and should be read in conjunction with the historical financial statements of Tuatara and SpringBig and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined per share information of Tuatara and SpringBig is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined earnings (loss) per share information below does not purport to represent the earnings (loss) per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.
Tuatara Tuatara’s units, public shares and public warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “TCACU,” “TCAC” and “TCACW,” respectively. The closing price of the units, Class A ordinary shares and public warrants on November 8, 2021, the last trading day before announcement of the execution of the original merger agreement, was $10.13, $9.76 and $0.75, respectively. The closing price of the units, Class A ordinary shares and public warrants on April 29, 2022, was $10.12, $9.91 and $0.39, respectively. As of , 2022, the record date for the extraordinary general meeting, the most recent closing price for each unit, Class A ordinary share and public warrant was $ , $ and $ , respectively. Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of Tuatara’s securities could vary at any time before the business combination. 56 Holders As of , 2022, there were holders of record of our units, holders of record of our Class A ordinary shares, holders of record of our Class B ordinary shares and holders of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, public shares and public warrants are held of record by banks, brokers and other financial institutions. Dividend Policy Tuatara has not paid any cash dividends on the ordinary shares to date and does not intend to pay cash dividends prior to the completion of the business combination. The payment of cash dividends in the future will be dependent upon New SpringBig’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the business combination. The payment of any cash dividends subsequent to the business combination will be within the discretion of New SpringBig’s board of directors at such time. SpringBig, Inc. Historical market price information for SpringBig’s capital stock is not provided because there is no public market for SpringBig’s capital stock. See “SpringBig Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 57 The risks described below should be carefully considered before making an investment decision. These are the most significant risk factors, but they are not the only risk factors that should be considered in making an investment decision. This proxy statement/prospectus also contains and may incorporate by reference forward-looking statements that involve risks and uncertainties. See the sections entitled “Cautionary Notice Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SpringBig” in this proxy statement/prospectus. The value of your investment following the completion of the business combination will be subject to significant risks affecting, among other things, SpringBig’s business, consolidated financial condition or results of operations. The trading price of our securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment. Risks Related to SpringBig’s Business and Industry For purposes of this subsection only, “SpringBig,” “the Company,” “we,” “us” or “our” refer to SpringBig, Inc. and its subsidiaries, unless the context otherwise requires. We have a relatively short operating history in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. As our costs increase, we may not be able to generate sufficient revenue to maintain profitability in the future. We have a relatively short operating history in a quickly evolving industry that may not develop as we anticipate, if at all. Both our relatively short operating history and the pace of dramatic change in the cannabis industry, and the complex regulatory regime applicable to it, makes it difficult to assess our future prospects, and you should evaluate our business in light of the risks and difficulties we may encounter as the industry continues to evolve. While our revenue has grown in recent periods, this growth may not be sustainable due to a number of factors, including the maturation of our business, increased competition and the eventual decline in the number of new major geographic markets in which the sale of cannabis is permitted and to which we have not already expanded. We may not be able to generate sufficient revenue to achieve and sustain profitability. Additionally, we expect our costs to increase in future periods as we expend substantial financial and other resources on, among other things: sales and marketing, including continued investment in our current marketing efforts and future marketing initiatives; successfully compete with existing and future providers of other forms of marketing and customer engagement; managing complex, disparate and rapidly evolving regulatory regimes imposed by U.S. and Canadian federal, state and provincial, local and other non-U.S. governments around the world applicable to cannabis and cannabis-related businesses; executing our growth strategy; hire, integrate and retain talented sales and other personnel; expansion domestically and internationally in an effort to increase our client usage, client base, retail locations we serve, and our sales to our clients; development of new products and services, and increased investment in the ongoing development of our existing products and services; continuing to invest in scaling our business, particularly around client success and engineering; avoiding interruptions or disruptions in our platform or services; and general administration, including a significant increase in legal and accounting expenses related to public company compliance, continued compliance with various regulations applicable to cannabis industry businesses and other work arising from the growth and maturity of our company. These expenditures may not result in additional revenue or the growth of our business. If we fail to continue to grow revenue or to sustain profitability, the market price of our securities could decline, and our business, operating results and financial condition could be adversely affected. 58 If we do not successfully develop and deploy new software, platform features or services to address the needs of our clients, our business, financial condition, and results of operations could suffer. Our success has been based on our ability to design software, platform features and services that address the needs of our clients. We spend substantial amounts of time and money researching and developing new technologies and enhanced versions of existing platform features, as well as new features, to meet our clients’ rapidly evolving needs. As consumers and clients demand comprehensive data analysis from platforms such as us, in conjunction with their point-of-sale providers, our ability to integrate with client’s POS system and other third party technology integrations may become increasingly important. If we are unable to arrange or complete new integrations, or improve our existing integrations, we may lose market share to competitors. There is no assurance that enhancements to our software, platform features or new services or capabilities will be compelling to our clients or gain market acceptance. If our research and development investments do not accurately anticipate market demand or if we fail to develop our software, platform features or services in a manner that satisfies client preferences in a timely and cost-effective manner, we may fail to retain our existing clients or increase demand for our services. The introduction of new products and services by competitors or the development of entirely new technologies to replace existing service offerings could make our platforms obsolete or adversely affect our business, financial condition, and results of operations. We may experience difficulties with software development, design, or marketing that delay or prevent our development, introduction or implementation of new platforms, platform features or capabilities, or cause errors to arise with our existing software. We have in the past experienced delays in our internally planned release dates of new features and capabilities, and there can be no assurance that new platforms, platform features, or capabilities will be released according to schedule. Any delays or other disruptions could result in adverse publicity, loss of revenue or market acceptance, or claims by consumers or suppliers brought against us, any of which could harm our business. Moreover, the design and development of new platforms or new platform features and capabilities to our existing platform may require substantial investment, and we have no assurance that such investments will be successful. If consumers in the market do not widely adopt our new platforms, platform features, and capabilities, we may not be able to realize a return on our investment and our business, financial condition, and results of operations may be adversely affected. If we fail to retain our existing clients and consumers or to acquire new clients and consumers in a cost-effective manner, our revenue may decrease and our business may be harmed. We compete in a dynamic, innovative, and fairly new market, which we expect will continue to evolve rapidly. We believe that our success is dependent on our ability to continue identifying and anticipating the needs of our clients and, in turn, their consumers, and retaining our existing clients and adding new clients. While we have historically been able to grow and retain our client base, we may grow more slowly than we expect or than we have grown in the past. Our ability to retain clients depends in part on our ability to create and maintain high levels of client satisfaction, which we may not always be capable of providing, including for reasons outside of our control. Any decrease in client satisfaction or other change negatively affecting our ability to retain clients could result in a rapid, concentrated impact to our results going forward. Therefore, our failure to retain existing clients, even if such losses are offset by an increase in revenue resulting from the acquisition of new clients, could have an adverse effect on our business and operating results. If we fail to expand effectively into new markets, our revenue and business will be adversely affected. While a key part of our business strategy is to add clients in our existing geographic markets, we intend to expand our operations into new markets if and as cannabis continues to be legalized in new markets. Any such expansion places us in competitive markets with which we may be unfamiliar, requires us to analyze the potential applicability of new and potentially complicated regulations regarding the usage, sale and marketing of cannabis, and involves various risks, including the need to invest significant time and resources and the possibility that returns on such investments will not be achieved for several years, if at all. As a result of such expansion, we may incur losses or otherwise fail to enter new markets successfully. In attempting to establish a presence in new markets, we expect to incur significant expenses and face various other challenges, such as expanding our compliance efforts to cover those new markets. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenues sufficiently to offset these expenses. Our current and any future expansion plans will require significant resources and management attention. 59 We have a history of losses and may not achieve profitability in the future. SpringBig is an early-stage company with a history of losses. New SpringBig may not achieve or maintain profitability in the future. We may continue to incur net losses in the future, and such losses may fluctuate significantly from quarter to quarter. We will need to generate and sustain significant revenue for our business generally, and achieve greater scale and generate greater operating cash flows from our customer contracts in particular, in future periods in order to achieve and maintain profitability. We also expect general and administrative expenses to increase to meet the increased compliance and other requirements associated with operating as a public company and evolving regulatory requirements. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue sufficiently to offset our higher operating expenses. We may continue to incur significant losses, and we may not achieve or maintain future profitability, due to a number of reasons, including the risks described in this proxy statement/consent solicitation statement/prospectus, unforeseen expenses, difficulties, complications and delays, and other unknown events. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could make it difficult for you to evaluate our current business and our future prospects and have a material adverse effect on our business, financial condition and results of operations. Federal law enforcement may deem our clients to be in violation of U.S. federal law, and, in particular the CSA. A change in U.S. federal policy on cannabis enforcement and strict enforcement of federal cannabis laws against our clients would undermine our business model and materially affect our business and operations. U.S. federal law, and more specifically the CSA, proscribes the cultivation, processing, distribution, sale, advertisement and possession of cannabis. As a result, U.S. federal law enforcement authorities, in their attempt to regulate the illegal or unauthorized production, distribution, promotion, sale, possession, or use of cannabis, may seek to bring criminal actions against our clients under the CSA. If our clients are found to be violating U.S. federal law relating to cannabis, they may be subject not only to criminal charges and convictions, but also to forfeiture of property, significant fines and penalties, disgorgement of profits, administrative sanctions, cessation of business activities, or civil liabilities arising from proceedings initiated by either the U.S. government or private citizens. Any of these actions or consequences on our clients could have a material adverse effect on our business, operating results or financial condition, or could force us to cease operations, and as a result, our investors could lose their entire investment. Further, to the extent any law enforcement actions require us to respond to subpoenas, or undergo search warrants, for client records, cannabis businesses could elect to cease using our products and services. Until the U.S. federal government changes the laws with respect to cannabis, and particularly if the U.S. Congress does not extend the Omnibus Spending Bill’s protection of state medical cannabis programs, described below, to apply to all state cannabis programs, U.S. federal authorities could more strictly enforce current federal prohibitions and restrictions. An increase in federal enforcement against companies licensed under state cannabis laws could negatively impact the state cannabis industries and, in turn, our business, operating results, financial condition, brand and reputation. Some of our clients currently and in the future may not be in compliance with licensing and related requirements under applicable laws and regulations. Allowing unlicensed or noncompliant businesses to access our platform and services, or allowing businesses to use our solutions in a noncompliant manner, may subject us to legal or regulatory enforcement and negative publicity, which could adversely impact our business, operating results, financial condition, brand and reputation. In addition, allowing businesses that engage in false or deceptive advertising practices to use our solutions may subject us to negative publicity, which could have similar adverse impacts on us. While we have instituted policies and procedures in connection with the verification of the licensing status of our clients operating cannabis retail businesses (and our contracts with clients generally provide for customer indemnification obligations), some of our clients currently and in the future may not be in compliance with licensing and related requirements under applicable state laws and regulations. There could be legal enforcement actions against unlicensed or insufficiently licensed entities selling cannabis, which could negatively impact us. Any legal or regulatory enforcement against us based on our platform, the content provided by clients, the marketing campaigns created by clients on our platform or noncompliance by our clients with licensing and other legal requirements, could subject us to various risks, including monetary penalties and/or required changes to our 60 platform or business model, and would likely cause us to experience negative publicity. Any of these developments could materially and adversely impact our business, operating results, financial condition, brand, and reputation. We generally do not, and cannot, ensure that our clients will conduct their business activities in a manner compliant with the complex, disparate and constantly evolving regulations and requirements affecting the legal cannabis industry. As a result, federal, state, provincial or local government authorities may seek to bring criminal, administrative or regulatory enforcement actions against our clients, which could have a material adverse effect on our business, operating results or financial conditions, or could force us to cease operations. While our solutions provide features to support our clients’ compliance with certain regulations and other legal requirements applicable to the cannabis industry, and we have policies and procedures regarding the verification of the licensing status of our clients, we generally do not, and cannot, ensure that at all times our clients will conduct their business activities in a manner compliant with such regulations and requirements, in whole or in part. Their legal noncompliance could result in regulatory and even criminal actions against them, which could lead to a material adverse impact on our business and operating results or financial condition, and as a result, our investors could lose their entire investment. For additional information, see the other risk factors in this section captioned “Risk Factors—Risks Related to SpringBig’s Business and Industry,” including “Some of our clients currently and in the future may not be in compliance with licensing and related requirements under applicable laws and regulations. Allowing unlicensed or noncompliant businesses to access our platform and services, or allowing businesses to use our solutions in a noncompliant manner, may subject us to legal or regulatory enforcement and negative publicity, which could adversely impact our business, operating results, financial condition, brand and reputation. In addition, allowing businesses that engage in false or deceptive advertising practices to use our solutions may subject us to negative publicity, which could have similar adverse impacts on us.” Our business is dependent on U.S. state laws and regulations and Canadian federal and provincial laws and regulations pertaining to the cannabis industry. Although the federal CSA classifies cannabis as a Schedule I controlled substance, many U.S. states have legalized cannabis to varying degrees. In addition, the enactment of the Cannabis Act legalized the commercial cultivation and processing of cannabis for medical and adult-use purposes in Canada and created a federal legal framework for controlling the production, distribution, promotion, sale and possession of cannabis. The Cannabis Act also provides the provinces and territories of Canada with the authority to regulate other aspects of adult-use cannabis, such as distribution, sale, minimum age requirements (subject to the minimum set forth in the Cannabis Act), places where cannabis can be consumed, and a range of other matters. The governments of every Canadian province and territory have implemented regulatory regimes for the distribution and sale of cannabis for recreational purposes. In addition, subsection 23(1) of the Cannabis Act provides that it is prohibited to publish, broadcast or otherwise disseminate, on behalf of another person, with or without consideration, any promotion that is prohibited by a number of sections of the Cannabis Act. The Cannabis Act therefore includes provisions that could apply to certain aspects of our business, both directly to the solutions we provide and indirectly on account of any noncompliance by those who use our offerings. However, as the Cannabis Act has been recently enacted, there is a lack of available interpretation, application and enforcement of the provisions that may be relevant to digital platforms such as ours, and as a result, it is difficult to assess our potential exposure under the Cannabis Act. Laws and regulations affecting the cannabis industry in U.S. states and Canada are continually changing. Any change or even the speed of changes could require us to incur substantial costs associated with compliance or alter our business plan, and could detrimentally affect our operations, revenue, and profitability. The commercial cannabis industry is still a young industry, and we cannot predict the impact of the compliance regime to which it may be subject. We will incur ongoing costs and obligations related to regulatory compliance, and such costs may prove to be material. Failure to comply with regulations may result in additional costs for corrective measures, penalties or restrictions on our operations. In addition, changes in regulations, more vigorous enforcement thereof, or other unanticipated events could require extensive changes to our operations or increased compliance costs or give rise to material liabilities, which could have a material adverse effect on us. Given the concentration of our revenue from the sale of access to our platforms and services, any increase in the stringency of any applicable laws, including U.S. state, or Canadian federal, provincial or territorial, laws and regulations relating to cannabis, or any escalation in the enforcement of such existing laws and regulations against the current or putative cannabis industry within any jurisdiction, could negatively impact the profitability or viability of cannabis businesses in such affected jurisdictions, which in turn could materially adversely affect our business and operating results. 61 In addition, although we have not yet been required to obtain any cannabis license as a result of existing cannabis regulations, it is possible that cannabis regulations may be enacted in the future that will require us to obtain such a cannabis license or otherwise seek to substantially regulate our business. U.S. and Canadian federal, state, provincial, local and other non-U.S. jurisdictions’ cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. Our failure to adequately manage the risk associated with future regulations and adequately manage future compliance requirements may adversely affect our business, our status as a reporting company and our public listing. Further, any adverse pronouncements from political leaders or regulators about businesses related to the legal cannabis industry could adversely affect the price of our securities following the business combination. The rapid changes in the cannabis industry and applicable laws and regulations make predicting and evaluating our future prospects difficult, and may increase the risk that we will not be successful. The cannabis industry − and the complex regulatory regime applicable to it − is evolving rapidly and may develop in ways that we cannot anticipate. The recently accelerated pace of dramatic change in the cannabis industry makes it difficult to assess our future prospects, and you should evaluate our business in light of the risks and difficulties we may encounter as the industry continues to evolve. These risks and difficulties include: managing complex, disparate and rapidly evolving regulatory regimes imposed by U.S. and Canadian federal, state and provincial, local and other non-U.S. governments around the world applicable to cannabis and cannabis-related businesses; adapting to rapidly evolving trends in the cannabis industry and the way consumers and cannabis industry businesses interact with technology; maintaining and increasing our base of clients; continuing to preserve and build our brand while upgrading our existing offerings; successfully competing with existing and future participants in the cannabis marketing and advertisement market and related services; successfully attracting, hiring, and retaining qualified personnel to manage operations; adapting to changes in the cannabis industry if the sale of cannabis expands significantly beyond a regulated model, and commodification of the cannabis industry; successfully implementing and executing our business and marketing strategies; successfully expanding our business into new and existing cannabis markets; and successfully executing on our growth strategies. If the demand for our platform and software solutions does not develop as we expect, or if we fail to address the needs of our clients or our client’s consumers, our business will be harmed. We may not be able to successfully address these risks and difficulties, which could harm our business and operating results. Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could adversely affect our business operations. We are dependent on public support, continued market acceptance and the proliferation of consumers in the state-level and Canadian legal cannabis markets. While we believe that the market and opportunities in the space will continue to grow, we cannot predict the future growth rate or size of the market. Any downturns in, or negative outlooks on, the cannabis industry may adversely affect our business and financial condition. Expansion of our business is dependent on the continued legalization of cannabis. Expansion of our business is, in part, dependent upon continued legislative authorization, including by voter initiatives and referenda, of cannabis in various jurisdictions worldwide. Any number of factors could slow, halt, or even reverse progress in this area. Progress for the industry, while encouraging, is not assured. While there may be ample public support for legislative action in a particular jurisdiction, numerous factors could impact the legislative process, including lobbying efforts by opposing stakeholders as well as legislators’ disagreements about how to legalize cannabis as well as the interpretation, implementation, and enforcement of applicable laws or regulations. 62 Any one of these factors could slow or halt the legalization of cannabis, which would negatively impact our ability to expand our business. Additionally, the expansion of our business also depends on jurisdictions in which cannabis is currently legalized not narrowing, limiting or repealing existing laws legalizing and regulating cannabis, or altering the regulatory landscape in a way that diminishes the viability of cannabis businesses in those jurisdictions. Our business is highly dependent upon our brand recognition and reputation, and the erosion or degradation of our brand recognition or reputation would likely adversely affect our business and operating results. We believe that our business is highly dependent on the SpringBig brand identity and our reputation, which is critical to our ability to attract and retain clients and consumers. We also believe that the importance of our brand recognition and reputation will continue to increase as competition in the markets in which we operate continues to develop. Our success in this area will depend on a wide range of factors, some of which are within our control and some of which are not. The factors affecting our brand recognition and reputation that are within our control include the following: the efficacy of our marketing efforts; our ability to maintain a high-quality, innovative, and error- and bug-free platform and similarly high quality client service; our ability to maintain high satisfaction among clients (and our clients’ consumers); the quality and perceived value of our platforms and services; successfully implementing and developing new features and revenue streams; our ability to obtain, maintain and enforce trademarks and other indicia of origin that are valuable to our brand; our ability to successfully differentiate our platforms and services from competitors’ offerings; our ability to integrate with POS systems; our ability to provide our clients with accurate and actionable insights from the consumer data and feedback collected through our platform; our compliance with laws and regulations; our ability to address any environmental, social, and governance expectations of our various stakeholders; our ability to provide client support; and any actual or perceived data breach or data loss, or misuse or perceived misuse of our platforms. In addition, our brand recognition and reputation may be affected by factors that are outside our control, such as: actions of competitors or other third parties; consumers’ experiences with retailers or brands using our platform; public perception of cannabis and cannabis-related businesses; positive or negative publicity, including with respect to events or activities attributed to us, our employees, partners or others associated with any of these parties; interruptions, delays or attacks on our platforms; and litigation or regulatory developments. Damage to our reputation and loss of brand equity from one or more of the factors listed above may reduce demand for our platform and have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rebuild our reputation and restore the value of our brand may be costly and time-consuming, and such efforts may not ultimately be successful. 63 We currently face intense competition in marketing and advertising services available to our clients, and we expect competition to further intensify as the cannabis industry continues to evolve. The cannabis marketing and software services market is rapidly evolving and is currently characterized by intense competition, due in part to relatively low barriers to entry. We expect competition to further intensify in the future as cannabis continues to be legalized and regulated, new technologies are developed and new participants enter the cannabis CRM and marketing solutions market. Competitors for individual components of our service platforms include businesses both within and outside of the cannabis industry. These include businesses focused on marketing and customer engagement, commerce and POS solutions, and SaaS or other technology solutions for brands and retailers. In addition, if legal market for cannabis becomes more accepted and/or the regulatory regime for cannabis evolves, it may eliminate existing barriers preventing our clients from using traditional marketing and advertising channels. This could result in increased competition in our industry from both products and solutions offered by internet search engines and advertising networks, like Google, social media platforms, like Instagram and Facebook, various other newspaper, television, media companies, outdoor billboard advertising, and online merchant platforms, as well as new participants entering into the cannabis CRM and marketing services market. Such potential competitors may have substantially greater financial, technical, and other resources than existing market participants. Additionally, as consumers and cannabis industry clients demand richer data, integrations with other cannabis industry participants such as point-of-sale providers may become increasingly important. If we are unable to complete such new integrations as quickly as our competitors, or improve our existing integrations based on legacy systems, we may lose market share to such competitors. Our current and future competitors may also enjoy other competitive advantages, such as greater name recognition, more varied or more focused offerings, better market acceptance, and larger marketing budgets. Additionally, as the legalization of cannabis continues, cannabis cultivators, product manufacturers and distributors could experience consolidation as existing cannabis businesses seek to obtain greater market share and purchasing power and new entrants seek to establish a significant market presence. Consolidation of the cannabis markets could reduce the size of our potential client base and give remaining clients greater bargaining or purchasing power. This may in turn erode the prices for access to our services and platform and result in decreased margins. Further, heightened competition between cannabis businesses could ultimately have a negative impact on the viability of individual market participants, which could reduce or eliminate their ability to purchase our services and solutions. If we are unable to compete effectively for any of these reasons, we may be unable to maintain our operations or develop our products and solutions, and as a result our business and operating results may be adversely affected. If we fail to manage our growth effectively, our brand, business and operating results could be harmed. We have experienced rapid organic growth in our operations, which places substantial demands on management and our operational infrastructure. To manage the expected growth of our operations and personnel, we expect we will be required to improve existing, and implement new systems, procedures and controls including, among others, financial and operational systems. We will also be required to expand our finance, administrative and operations staff. We intend to continue making substantial investments in our sales, service and marketing workforce. As we continue to grow, we must effectively integrate, develop and motivate a significant number of new employees, while maintaining the beneficial aspects of our existing corporate culture, which we believe fosters innovation, teamwork and a passion for our products and clients. In addition, our revenue may not grow at the same rate as the expansion of our business. There can be no assurance that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations or that management will be able to hire, train, retrain, motivate and manage required personnel. If we are unable to manage our growth effectively, the quality of our platform, efficiency of our operations, and management of our expenses could suffer, which could negatively impact our brand, business, profitability and operating results. The growth of our business depends on our ability to accurately predict consumer trends, successfully offer new services, improve existing services and expand into new markets. Our growth depends, in part, on our ability to successfully offer new platforms, products and services and improve and reposition our existing platforms and services to meet the requirements of our clients and their customers. This, in turn, depends on our ability to predict and respond to evolving consumer trends, demands and 64 preferences. Our strategy is based on certain key trends and the projected growth of our key markets. However, historical trends may not be indicative of future trends and forecasts or estimated growth rates may not be accurate, in whole or part, or ever materialize. Further, underlying markets could decline, overall growth rates in our product categories could be slower than anticipated. The offering of innovative new platforms, products and services and expansion into new offerings involves considerable costs. Any new platform, product or service offering may not generate sufficient consumer interest and sales to become profitable or to cover the costs of its development and promotion and, as a result, may reduce our operating income. In addition, any such unsuccessful effort may adversely affect our brand and reputation. If we are unable to anticipate, identify, develop or market new offerings, that respond to changes in consumer requirements and preferences, or if our new offerings fail to gain consumer acceptance, we may be unable to grow our business as anticipated, our sales may decline and our margins and profitability may decline or not improve. As a result, our business, financial condition, and results of operations may be materially and adversely affected. If we are unable to recruit, train, retain and motivate key personnel, we may not achieve our business objectives. Our future success depends on our ability to recruit, train, retain and motivate key personnel, including our CEO, Jeffrey Harris, our CFO, Paul Sykes, our CTO, Navin Anand, and certain other key and other members of management. Competition for qualified personnel in the technology industry is intense. Additionally, we face additional challenges in attracting, retaining and motivating highly qualified personnel due to our relationship to the cannabis industry, which is rapidly evolving and has varying levels of social acceptance. We do not maintain fixed term employment contracts or key man life insurance with any of our employees. Any failure to attract, train, retain and motivate qualified personnel could materially harm our operating results and growth prospects. If our current marketing model is not effective in attracting new clients, we may need to employ higher-cost sales and marketing methods to attract and retain clients, which could adversely affect our profitability. We use our sales team to build relationships with our client base. Our sales team builds and maintains relationships with clients primarily through phone, email and other virtual contact, which is typically designed to allow us to cost-effectively service a large number of clients. We may need to employ more resource-intensive sales methods, such as increasing sales teams, to continue to attract and retain clients, particularly as we increase the number of our clients and our client base employs more sophisticated marketing operations, strategies and processes. We have experience increased spending in connection with growing our sales, service and marketing operation and we expect to incur higher sales and marketing expenses, which could adversely affect our business and operating results. We may be unable to scale and adapt our existing technology and network infrastructure in a timely or effective manner to ensure that our platform is accessible, which would harm our reputation, business and operating results. It is critical to our success that clients and consumers within our geographic markets be able to access our platform at all times. We may experience service disruptions, outages or other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints, and distributed denial of service, or “DdoS,” fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times and as our products become more complex or dependent on integration with third parties, or as usage or traffic increases. If our platform is unavailable when our clients (or their consumers) attempt to access it or it does not load as quickly as they expect, they may seek other solutions and may seek to cancel and not renew subscriptions for our services. We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, respond adequately to service disruptions, upgrade our systems as needed or continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results would be harmed. We expect to continue making significant investments in the functionality, performance, reliability, design, security and scalability of our platform. We may experience difficulties with the development of our platform that could delay or prevent the implementation of new solutions and enhancements. Software development involves a significant amount of time and resources for our product development team, and we may not be able to continue making those investments in the future. 65 To the extent we are not able to continue successfully improving and enhancing our platform, our business could be adversely affected. Real or perceived errors, failures, or bugs in our platform could adversely affect our operating results and growth prospects. We update our platform on a frequent basis. Despite efforts to test our updates, errors, failures or bugs may not be found in our platform until after it is deployed to our clients. We have discovered and expect we will continue to discover errors, failures and bugs in our platform and anticipate that certain of these errors, failures and bugs will only be discovered and remediated after deployment to clients. Real or perceived errors, failures or bugs in our platform could result in negative publicity, security incidents, such as data breaches, government inquiries, loss of or delay in market acceptance of our platform, loss of competitive position, or claims by clients for losses sustained by them. In such an event, we may be required, or may choose, for client relations or other reasons, to expend additional resources in order to help correct the problem. We implement bug fixes and upgrades as part of our regular system maintenance, which may lead to system downtime. Even if we are able to implement the bug fixes and upgrades in a timely manner, any history of inaccuracies in the data we collect for our clients, or unauthorized access or damage to, or the loss, acquisition, or inadvertent release or exposure of confidential or other sensitive data could cause our reputation to be harmed and result in claims against us, and cannabis businesses may elect not to purchase our products or, in the case of existing clients, renew their agreements with us or we may incur increased insurance costs. The costs associated with any material defects or errors in our software or other performance problems may be substantial and could harm our operating results and growth prospects. A distributed denial of service attack, ransomware attack, security breach or unauthorized data access could impair or incapacitate our information technology systems and delay or interrupt service to our clients and consumers, harm our reputation, or subject us to significant liability. We may become subject to DdoS attacks, a technique used by hackers to take an internet service offline by overloading its servers. In addition, ransomware attacks against businesses of all sizes are becoming increasingly common. Further, as a result of the COVID-19 pandemic, we may face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. Our platform may be subject to DdoS, ransomware or other cybersecurity attacks in the future and we cannot guarantee that applicable recovery systems, security protocols, network protection mechanisms and other procedures are or will be adequate to prevent network and service interruption, system failure or data loss. Moreover, our platform could be breached if vulnerabilities in our platform are exploited by unauthorized third parties or others. Techniques used to obtain unauthorized access change frequently, and the size of DdoS attacks and the number and types of ransomware attacks are increasing. As a result, we may be unable to implement adequate preventative measures or stop such attacks while they are occurring. A DdoS attack, ransomware attack or security breach could delay or interrupt service to our clients and consumers and may deter the utilization of our platform. We also use information technology and security systems to maintain the physical security of our facilities and to protect our proprietary and confidential information, including that of our clients, consumers, and employees. Accidental or willful security breaches or other unauthorized access to our facilities or information systems, or viruses, loggers, malware, ransomware, or other malfeasant code in our data or software, could compromise this information or render our systems and data unusable. Additionally, we rely third-party “cloud-based” providers and we are therefore dependent on the security systems of these providers. Any security breaches or other unauthorized access to our service providers’ facilities or systems, or viruses, loggers, malware, ransomware or other malfeasant code in their data or software, could expose us to information loss, and misappropriation of confidential information, and other security breaches. In addition, our employees, contractors, or other third parties with whom we do business may attempt to circumvent security measures in order to misappropriate personal information, confidential information or other data, or may inadvertently release or compromise such data. Because the techniques used to obtain unauthorized access to or sabotage security systems, or to obtain unauthorized access to data we or our contractors maintain, change frequently and are often not recognized until after an attack, we and our service providers may be unable to anticipate the techniques or implement adequate preventative measures. Any actual or perceived DdoS attack, ransomware attack, security breach or other unauthorized access could damage our reputation and brand, result in decreased utilization of our platform, expose us to fines and penalties, 66 government investigations, and a risk of litigation and possible liability, require us to expend significant capital and other resources to alleviate any resulting problems and otherwise to remediate the incident, and require us to expend increased cybersecurity protection costs. We expect to incur significant costs in an effort to detect and prevent security breaches and other security-related incidents. Numerous state, federal and foreign laws and regulations require companies to notify individuals and/or regulatory authorities of data security breaches involving certain types of personal data. Any disclosures of security breaches, pursuant to these laws or regulations or otherwise, could lead to regulatory investigations and enforcement and negative publicity, and may cause our clients and consumers to lose confidence in the effectiveness of our data security measures. Additionally, our discovery of any security breach or other security-related incident, or our provision of any related notice, may be delayed or be perceived to have been delayed. Any of these impacts or circumstances arising from an actual or perceived attack, breach or other unauthorized access could materially and adversely affect our business, financial condition, reputation and relationships with clients and consumers. Furthermore, while our errors and omissions insurance policies include liability coverage for certain of these matters, if we experienced a significant security incident, we could be subject to claims or damages that exceed our insurance coverage. We also cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business, including our financial condition, operating results, and reputation. We rely upon cloud-based technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties, to operate our business, and interruptions or performance problems with these systems, technologies and networks may adversely affect our business and operating results. We rely on technologies and services provided by third parties in order to host our cloud-based infrastructure that operates our business. If any of these services becomes unavailable or otherwise is unable to serve our requirements due to extended outages, interruptions, or facility closure, or because it is no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our operations otherwise could be disrupted or otherwise impacted until appropriate substitute services, if available, are identified, obtained, and implemented. We do not control, or in some cases have limited control over, the operation of the data center facilities and infrastructure we use, and they are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, cyberattack, terrorism and similar other events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct, to adverse events caused by operator error, and to interruptions, data loss or corruption, and other performance problems due to various factors, including introductions of new capabilities, technology errors, infrastructure changes, DdoS attacks, or other security-related incidents. Changes in law or regulations applicable to data centers in various jurisdictions could also cause a disruption in service. Despite precautions taken at these facilities, the occurrence of a natural disaster, an act of terrorism or other act of malfeasance, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in our platform operations and the loss, corruption of, unauthorized access to or acquisition of client or consumer data. Our platform also depends on our ability to communicate through the public internet and electronic networks that are owned and operated by third parties. In addition, in order to provide our solutions on-demand and promptly, our computer equipment and network servers must be functional 24 hours per day, which requires access to telecommunications facilities managed by third parties and the availability of electricity, which we do not control. A severe disruption of one or more of these networks or facilities, including as a result of utility or third-party system interruptions, could impair our ability to process information and provide our solutions to our clients and consumers. Any unavailability of, or failure to meet our requirements by, third-party data centers or other third-party technologies or services, or any disruption of the internet, utilities or the third-party networks or facilities that we rely upon, could impede our ability to make our platform accessible, harm our reputation, result in reduced traffic from consumers, cause us to issue refunds or credits to our clients, and subject us to potential liabilities. Any of these circumstances could adversely affect our business, reputation and operating results. 67 The impact of global, regional or local economic and market conditions may adversely affect our business, operating results and financial condition. Our performance is subject to global economic conditions and economic conditions in one or more of our key markets, which impact spending by our clients and consumers. A majority of our clients’ access to capital, liquidity and other financial resources is constrained due to the regulatory restrictions applicable to cannabis businesses. As a result, these clients may be disproportionately affected by economic downturns. Clients may choose to allocate their spending to items other than our platform, especially during economic downturns. Economic conditions may also adversely impact retail sales of cannabis. Declining retail sales of cannabis could result in our clients going out of business or deciding, to stop using our platform to conserve financial resources or move to different marketing solutions. Negative economic conditions may also affect third parties with whom we have entered into relationships and upon whom we depend in order to grow our business. Furthermore, economic downturns could also lead to limitations on our ability to obtain debt or equity financing on favorable terms or at all, reduced liquidity, decreases in the market price of New SpringBig’s securities following the business combination, decreases in the fair market value of our financial or other assets, and write-downs of and increased credit and collectability risk on our trade receivables, any of which could have a material adverse effect on our business, operating results or financial condition. Negative economic conditions may be created or exacerbated by catastrophic events or health crises, including, among others, the ongoing COVID-19 pandemic. Catastrophic events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and other business or financial losses. Our operations depend, in part, on our ability to protect our operations against damage or interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. Despite precautions taken at our facilities, the occurrence of a natural disaster, an act of terrorism, vandalism or sabotage, spikes in usage volume or other unanticipated problems could result in lengthy interruptions in the availability of our platform. Even with current and planned disaster recovery arrangements, our business could be harmed. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce revenue, subject us to liability and lead to decreased usage of our platform and decrease sales of our marketing services, any of which could harm our business. SpringBig’s operations and employees face risks related to health crises, such as the ongoing COVID-19 pandemic, that could adversely affect SpringBig’s financial condition and operating results. The COVID-19 pandemic could materially affect SpringBig’s operations, including at SpringBig’s headquarters or anywhere else SpringBig operates, and the business or operations of SpringBig’s clients, consumers, partners or other third parties with whom SpringBig conducts business. In connection with the ongoing COVID-19 pandemic, governments have, at various times, implemented significant measures intended to control the spread of the virus, including closures, quarantines, travel restrictions, health mandates and social distancing directives, and fiscal stimulus, and legislation designed to deliver monetary aid and other relief. In response to the risks posed by the COVID-19 pandemic and to comply with applicable governmental orders, SpringBig has taken active measures to promote health and safety of our employees. These and other operational changes SpringBig has implemented or may implement in the future may negatively impact productivity and disrupt SpringBig’s business. To the extent that these restrictions remain in place, additional prevention and mitigation measures are implemented in the future, or there is uncertainty about the effectiveness of these or any other measures to contain or treat COVID-19, there is likely to be an adverse impact on global economic conditions and consumer confidence and spending, which could materially and adversely affect SpringBig’s operations as well as SpringBig’s relationships with clients and consumers. Shelter-in-place orders and similar regulations further promulgated in response to the COVID-19 pandemic impact the ability of SpringBig’s clients to operate their businesses. Such events have in the past caused, and may in the future cause, a temporary closure or disruption of SpringBig’s clients’ businesses, either due to government mandate or voluntary preventative measures. In the event of mandated business operations limitations, clients may 68 not be able to withstand prolonged interruptions to their businesses, and may be forced to go out of business. Even if SpringBig’s clients are able to continue to operate their businesses, many may operate with limited hours and capacity and other limitations. Any limitations on or disruptions or closures of SpringBig’s clients’ businesses could in turn adversely affect SpringBig’s business. Further, we may experience a decrease in new clients due to a lack of financial resources or a decline in new markets as businesses and financial markets deal with the impact of COVID-19 and efforts to curb the pandemic. Further, these conditions may impact our ability to access financial markets to obtain the necessary funding to expand our business as currently contemplated, which may adversely affect our liquidity and working capital. The extent of COVID-19’s effect on SpringBig’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic and steps taken to prevent its further spread, all of which are still uncertain and difficult to predict considering the rapidly evolving landscape. Given the continuing uncertainty about the pandemic, its duration, and efforts to curb its spread, it is not currently possible to fully ascertain the overall impact of COVID-19 on SpringBig’s business. However, if the pandemic continues to persist as a severe worldwide health crisis, the disease may harm SpringBig’s business, and may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Fluctuations in our quarterly and annual operating results may adversely affect our business and prospects. You should consider our business and prospects in light of the risks and difficulties we encounter in the uncertain and rapidly evolving market for our solutions. Because the cannabis CRM, marketing services and technology markets are new and evolving, predicting their future growth rate and size is difficult. This reduces our ability to accurately evaluate our future prospects and forecast quarterly or annual performance. In addition to the other risk factors discussed in this section, factors that may contribute to the variability of our quarterly and annual results include: our ability to attract new clients and retain existing clients; our ability to accurately forecast revenue and appropriately plan our expenses; the effects of increased competition on our business; our ability to successfully expand in existing markets and successfully enter new markets; the impact of global, regional or economic conditions; the ability of licensed cannabis markets to successfully grow and outcompete illegal cannabis markets; our ability to protect our intellectual property; our ability to maintain and effectively manage an adequate rate of growth; our ability to maintain and increase traffic to our platform; costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements; changes in governmental or other regulation affecting our business; interruptions in platform availability and any related impact on our business, reputation or brand; the attraction and retention of qualified personnel; the effects of natural or man-made catastrophic events and/or health crises (including COVID-19); and the effectiveness of our internal controls. We may improve our products and solutions in ways that forego short-term gains. We seek to provide the best experience for the clients who use our platform. Some of our changes may have the effect of reducing our short-term revenue or profitability if we believe that the benefits will ultimately improve our business and financial performance over the long term. Any short-term reductions in revenue or profitability could be greater than planned or the changes mentioned above may not produce the long-term benefits that we expect, in which case our business and operating results could be adversely affected. 69 We currently have clients across the United States and Canada using our platform. We anticipate growing our business, in part, by continuing to expand our foreign operations. As we continue our expansion, we may enter new foreign markets where we have limited or no experience marketing and deploying our platform. If we fail to launch or manage our foreign operations successfully, our business may suffer. Additionally, as our foreign operations expand, or more of our expenses are denominated in currencies other than the U.S. dollar, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. In addition, as our foreign operations continue to grow, we are subject to a variety of risks inherent in doing business internationally, including: political, social, and economic instability; risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy and data protection, and unexpected changes in laws, regulatory requirements, and enforcement; fluctuations in currency exchange rates; higher levels of credit risk and payment fraud; complying with tax requirements of multiple jurisdictions; enhanced difficulties of integrating any foreign acquisitions; the ability to present our content effectively in foreign languages; complying with a variety of foreign laws, including certain employment laws requiring national collective bargaining agreements that set minimum salaries, benefits, working conditions, and termination requirements; reduced protection for intellectual property rights in some countries; difficulties in staffing and managing global operations and the increased travel, infrastructure, and compliance costs associated with multiple foreign locations; regulations that might add difficulties in repatriating cash earned outside the United States and otherwise preventing us from freely moving cash; import and export restrictions and changes in trade regulation; complying with statutory equity requirements; and complying with the U.S. Foreign Corrupt Practices Act of 1977, as amended and the Corruption of Public Officials Act (Canada), and similar laws in other jurisdictions. We are subject to industry standards, governmental laws, regulations and other legal obligations, particularly related to privacy, data protection and information security, and any actual or perceived failure to comply with such obligations could harm our business. We are subject to regulation by various federal, state, provincial, local and foreign governmental authorities, including those responsible for monitoring and enforcing employment and labor laws, anti-bribery laws, lobbying and election laws, securities laws and tax laws. These laws and regulations are subject to change over time and thus we must continue to monitor and dedicate resources to ensure continued compliance. In addition, our business is subject to regulation by various federal, state, provincial and foreign governmental agencies responsible for monitoring and enforcing privacy and data protection laws and regulations. Numerous foreign, federal and state laws and regulations govern collection, dissemination, use and confidentiality of personally identifiable health information, including state privacy and confidentiality laws (including state laws requiring disclosure of breaches); federal and state consumer protection and employment laws; the Health Insurance Portability and Accountability Act of 1996, or HIPAA; and European and other foreign data protection laws. We receive, store, process, and use personal information and other user content. The regulatory framework for privacy issues worldwide, including in the United States, is rapidly evolving and is likely to remain uncertain for the foreseeable future, as many new laws and regulations regarding the collection, use and disclosure of personally identifiable information, or PII, and other data have been adopted or are under consideration and existing laws and regulations may be subject to new and changing interpretations. In the United States, the Federal Trade Commission and many state attorneys general are applying federal and state consumer protection laws to impose standards for the 70 online collection, use and dissemination of data. The California Consumer Privacy Act of 2018, or CCPA, which became effective January 1, 2020, imposes significant additional requirements with respect to the collection of personal information from California residents. The CCPA, among other things, creates new data privacy obligations for covered companies and provides new privacy rights to California residents, including the right to opt out of certain disclosures of their information. The CCPA also creates a private right of action with statutory damages for certain data breaches, thereby potentially increasing risks associated with a data breach. It remains unclear what, if any, modifications will be made to this legislation or how it will be interpreted. Additionally, a new privacy law, the California Privacy Rights Act, or CPRA, significantly modified the CCPA, which has resulted in further uncertainty and requiring us to incur additional costs and expenses. The CPRA created a new California state agency charged with enforcing state privacy laws, and there is uncertainty about potential enforcement actions that the new agency may take in the future. The effects of the CCPA and the CPRA remain far-reaching, and depending on final regulatory guidance and related developments, may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. We are also currently subject to a variety of, and may in the future become subject to additional U.S. federal, state and local laws and regulations on advertising that are continuously evolving and developing, including the Telephone Consumer Protection Act, or the TCPA, the Telemarketing Sales Rule, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, or the CAN-SPAM Act, and, at the state level, the CCPA (as described above), the Virginia Consumer Data Protection Act of 2021, or VCDPA, and the Colorado Privacy Act, or CPA. Many states are discussing potentially adopting similar comprehensive privacy legislation and we expect many of these will be implemented over the course of the next years. These laws and regulations directly impact our business and require ongoing compliance, monitoring and internal and external audits as they continue to evolve, and may result in ever-increasing public and regulatory scrutiny and escalating levels of enforcement and sanctions. Subsequent changes to data protection and privacy laws and regulations could also impact how we process personal information and, therefore, limit the effectiveness of our product offerings or our ability to operate or expand our business, including limiting strategic relationships that may involve the sharing of personal information. Many foreign countries and governmental bodies, including Canada and other relevant jurisdictions where we conduct or may, in the future, conduct business, have laws and regulations concerning the collection and use of PII and other data obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, internet protocol addresses and other types of data. In Canada, the federal Personal Information Protection and Electronic Documents Act, or PIPEDA, governs the collection, use and disclosure of PII in many provinces in Canada, and though it is silent with respect to territorial reach, the Federal Court of Canada has found that PIPEDA will apply to businesses established in other jurisdictions if there is a “real and substantial connection” between the organization’s activities and Canada. Provincial privacy commissioners take a similar approach to the interpretation and application of provincial private-sector privacy laws equivalent to PIPEDA. Further, Canada has robust anti-spam legislation. Organizations sending commercial electronic messages to individuals must either have express consent from the individual in the prescribed form or the situation must qualify as an instance of implied consent or other authorization set out in Canada’s Anti-Spam Legislation, or CASL. The penalties for non-compliance under CASL are significant and the regulator, the Canadian Radio- Television and Telecommunications Commission, is active with respect to enforcement. Although we are working to comply with those federal, state, provincial and foreign laws and regulations, industry standards, governmental standards, contractual obligations and other legal obligations that apply to us, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our applications or platform. Any failure or perceived failure by us or our contractors to comply with federal, state, provincial or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in loss of, unauthorized access to, or acquisition, alteration, destruction, release or transfer of PII or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause employees, clients and consumers to lose trust in us, which could have an adverse effect on our reputation and business. Any inability or perceived inability (even if unfounded) on our part to adequately address privacy, data protection, and information security concerns, or comply with applicable laws, regulations, policies, industry standards, governmental standards, contractual obligations, 71 or other legal obligations, could result in additional cost and liability to us, damage our reputation, inhibit sales, restrict our ability to utilize collected personal information, and adversely affect our business. We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, Canada and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. Future laws, regulations, standards and other obligations, or amendments or changes in the interpretation of existing laws, regulations, standards and other obligations, could impair our or our clients’ ability to collect, use, disclose or otherwise process information relating to employees or consumers, which could decrease demand for our applications, increase our costs and impair our ability to maintain and grow our client and consumer bases and increase revenue. Such laws and regulations may require us to implement privacy and security policies, permit users to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use PII or other data for certain purposes. In addition, a foreign government could require that any data collected in a country not be transferred or disseminated outside of that country, or impose restrictions or conditions upon such dissemination, and we may face difficulty in complying with any such requirements for certain geographic regions. Indeed, many privacy laws, such as those in force in Canada, already impose these requirements. If we fail to comply with federal, state, provincial and foreign data privacy laws and regulations, our ability to successfully operate our business and pursue our business goals could be harmed. Furthermore, due to our acceptance of credit cards, we are subject to the PCI- DSS, which is designed to protect the information of credit card users. In the event our determinations are challenged and found to have been incorrect, we may be subject to unfavorable publicity or claims by one or more state attorneys general, federal regulators, or private plaintiffs, any of which could damage our reputation, inhibit sales and adversely affect our business. Governmental regulation of the internet continues to develop, and unfavorable changes could substantially harm our business and operating results. We are subject to general business regulations and laws as well as federal, state, provincial and foreign laws specifically governing the internet. Existing and future laws and regulations, narrowing of any existing legal safe harbors, or previous or future court decisions may impede the growth of the internet or online products and solutions, and increase the cost of providing online products and solutions. These laws may govern, among other issues, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential internet access and the characteristics and quality of offerings. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the internet or online services. There is also a risk that these laws may be interpreted and applied in conflicting ways across jurisdictions, and in a manner that is not consistent with our current practices. Unfavorable resolution of these issues may limit our business activities, expose us to potential legal claims or cause us to spend significant resources on ensuring compliance, any of which could harm our business and operating results. Future investments in our growth strategy, including acquisitions, could disrupt our business and adversely affect our operating results, financial condition and cash flows. We are seeking to expand using both organic and M&A growth strategies in keeping with the changing regulatory landscape in the U.S. Expanding accounts with existing clients, adding new clients, entering new markets, adding new features and functionality to our platform and/or acquisitions may involve significant investments of capital, time, resources and managerial attention. There can be no assurance that we will successfully implement any new products or solutions. External factors, such as additional regulatory compliance obligations, may also affect the successful implementation of new products and solutions through our platform. Additionally, we may make acquisitions that could be material to our business, operating results, financial condition and cash flows. Our ability as an organization to successfully acquire and integrate technologies, services, platforms or businesses is unproven. Acquisitions involve many risks, including the following: an acquisition may negatively affect our operating results, financial condition or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition; 72 we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us, and potentially across different cultures and languages in the event of a foreign acquisition; the acquired business may not perform at levels and on the timelines anticipated by our management and/or we may not be able to achieve expected synergies; an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; an acquisition may result in a delay or reduction of sales for both us and the company we acquire due to uncertainty about continuity and effectiveness of products or support from either company; we may encounter difficulties in, or may be unable to, successfully sell any acquired products or services; an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions; potential strain on our financial and managerial controls and reporting systems and procedures; potential known and unknown liabilities associated with an acquired company; if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions; to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing equity holders may be diluted and earnings per share may decrease; and managing the varying intellectual property protection strategies and other activities of an acquired company. We may not succeed in addressing these or other risks or any other problems encountered in connection with the integration of any acquired business. The inability to integrate successfully the business, technologies, products, personnel or operations of any acquired business, or any significant delay in achieving integration, could have a material adverse effect on our business, operating results, financial condition and cash flows. The terms of the agreements governing our funding may restrict our operations. The agreements related to the sale of the Notes and Warrants contain a number of restrictive covenants that may impose significant operating and financial restrictions on us while Notes remain outstanding or unless the restrictions are waived by consent of each noteholder, including restrictions on our ability to incur additional indebtedness and guarantee indebtedness; incur liens; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; and sell assets. As of the date of filing of this proxy statement / prospectus, we have only one noteholder participating in the Convertible Notes Financing, and only that noteholder’s consent would be required for a waiver of any restrictive covenant. However, if additional investors subscribe for additional Notes, we will need the consent of each noteholder to waive any restrictive covenant, which may be difficult to obtain, especially if the number of noteholders increases. A breach of the covenants or restrictions under the agreements governing our indebtedness could result in an event of default under the applicable indebtedness. As a result of these restrictions, we may be: limited in how we conduct our business, unable to raise additional debt or equity financing to operate during general economic or business downturns and/or unable to compete effectively or to take advantage of new business opportunities. The issuance of our common shares in connection with the Notes and Warrants Purchase Agreement and/or the Common Stock Purchase Agreement could cause substantial dilution, which could materially affect the trading price of our common shares. To the extent that the Notes and Warrants are converted into common shares, substantial amounts of our common shares will be issued. Further, to the extent New SpringBig sells shares of common stock under the Common Stock Purchase Agreement, further amounts of our common shares will be issued. Although we cannot predict the 73 number of our common shares that will actually be issued in connection with any such conversions and/or sales, such issuances could result in substantial decreases to our stock price. We may need to raise additional capital, which may not be available on favorable terms, if at all, causing dilution to our stockholders, restricting our operations or adversely affecting our ability to operate our business. The funding contemplated by the Notes and Warrants Purchase Agreement and Common Stock Purchase Agreement may not be sufficient and, in the course of running our business, we may need to raise capital, certain forms of which may cause dilution to our stockholders. If our need is due to unforeseen circumstances or material expenditures or if our operating results are worse than expected, then we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and these additional financings could cause further dilution to our stockholders. Due to the current legal status of cannabis under U.S. federal law, we have experienced, and may in the future experience, difficulty attracting additional debt or equity financing. In addition, the current legal status of cannabis may increase the cost of capital now and in the future. Debt financing, if available, may involve agreements that include equity conversion rights, covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, expending capital, or declaring dividends, or that impose financial covenants on us that limit our ability to achieve our business objectives. Debt financings may contain provisions, which, if breached, may entitle lenders to accelerate repayment of loans, and there is no assurance that we would be able to repay such loans in such an event or prevent the foreclosure of security interests granted pursuant to such debt financing. If we need but cannot raise additional capital on acceptable terms, then we may not be able to meet our business objectives, our stock price may fall, and you may lose some or all of your investment. We may be subject to potential adverse tax consequences both domestically and in foreign jurisdictions. We are a Delaware corporation that is treated as a C-corporation for U.S. federal and most applicable state and local income tax purposes. We are subject to taxes, such as income, payroll, sales, use, value-added, property and goods and services taxes, in both the United States and various foreign jurisdictions. Our domestic and foreign tax liabilities are subject to various jurisdictional rules regarding the timing and allocation of revenue and expenses. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file and to changes in tax laws. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. From time to time, we may be subject to income and non-income tax audits. While we believe we have complied with all applicable income tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes. Should we be assessed with additional taxes, there could be a material adverse effect on our business, results of operations, and financial condition. In addition, audits may require ongoing time and attention from our management, which could limit their ability to focus on other aspects of our business and impact our business in the future. The ability of New SpringBig to utilize net operating loss and tax credit carryforwards following the business combination is conditioned upon New SpringBig attaining profitability and generating taxable income. SpringBig has incurred significant net losses since inception and it is anticipated that New SpringBig will continue to incur significant losses. Additionally, New SpringBig’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited. As of December 31, 2021, SpringBig had approximately $12 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, which can be carried forward indefinitely. The Tax Cuts and Jobs Act (the “Tax Act”) included a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017 and the elimination of carrybacks of net operating losses. In addition, net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. If SpringBig has experienced an ownership change at any time since its incorporation, New SpringBig may already be subject to limitations on its ability to utilize its existing net operating loss carryforwards and other tax attributes to offset taxable income or tax liability. In addition, the business combination, and future changes in New SpringBig’s stock ownership, which may be outside of New SpringBig’s control, may trigger an ownership change. Similar provisions of state tax law may 74 also apply to limit New SpringBig’s use of accumulated state tax attributes. As a result, even if New SpringBig earns net taxable income in the future, its ability to use its pre-change net operating loss carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to New SpringBig. Changes in accounting standards or other factors could negatively impact our future effective tax rate. Our future effective tax rate may be affected by such factors as changing interpretation of existing laws or regulations, the impact of accounting for equity-based compensation, the impact of accounting for business combinations, changes in our international organization, and changes in overall levels of income before tax. In addition, in the ordinary course of our global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable, we cannot ensure that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals. Changes in tax laws or regulations and compliance in multiple jurisdictions may have a material adverse effect on our business, cash flow, financial condition or operating results. We are subject to the income tax laws of the United States and several other foreign jurisdictions. New income, sales, use or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time, which could affect the tax treatment of our U.S. and foreign earnings. Any new taxes could adversely affect our domestic and foreign business operations, and our business and financial performance. In addition, existing tax laws, statutes, rules, regulations, or ordinances, such as Section 280E of the Code, discussed below, could be interpreted, changed, modified or applied adversely to us. Furthermore, changes to the taxation of undistributed foreign earnings could change our future intentions regarding reinvestment of such earnings. The foregoing items could have a material adverse effect on our business, cash flow, financial condition or operating results. In April 2021, U.S. President Joseph Biden proposed changes to the U.S. tax system and, in September 2021, the House Ways & Means Committee approved a draft reconciliation bill, which included changes to the U.S. tax system which differed in a number of respects from the President’s proposal. The proposals under discussion have included, inter alia, changes to the U.S. corporate tax system that would increase U.S. corporate tax rates, although the most recent proposals do not include a rate increase, and the imposition of an excise tax on any publicly traded US corporation for the value of its stock that is repurchased by such corporation (which may apply if Class A ordinary shares or shares of common stock are redeemed, including pursuant to the exercise of redemption rights in connection with the shareholder vote regarding the Business Combination Proposal). It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect the tax consequences of the domestication and the business combination and the future results of operations, cash flows and financial condition of New SpringBig. Requirements as to taxation vary substantially among jurisdictions. Complying with the tax laws of these jurisdictions can be time consuming and expensive and could potentially subject us to penalties and fees in the future if we were to inadvertently fail to comply. If we were to inadvertently fail to comply with applicable tax laws, this could have a material adverse effect on our business, results of operations and financial condition. Certain taxing authorities may successfully assert that SpringBig should have collected or that in the future New SpringBig should collect sales and use or similar taxes for certain services which could adversely affect our results of operations. Certain state taxing authorities may assert that SpringBig had economic nexus with their state and was required to collect sales and use or similar taxes with respect to certain past services that SpringBig has provided (or with respect to future services that New SpringBig will provide), which could result in tax assessments and penalties and interest. The assertion of such taxes could have an adverse effect on New SpringBig and its business. Additional Risks Related to the Cannabis Industry For purposes of this subsection only, “SpringBig,” “the Company,” “we,” “us” or “our” refer to SpringBig, Inc. and its subsidiaries, unless the context otherwise requires. 75 Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability to execute our business plan. Cannabis, other than hemp (defined by the U.S. government as Cannabis sativa L. with a THC concentration of not more than 0.3% on a dry weight basis), is a Schedule I controlled substance under the CSA. Even in states or territories that have legalized cannabis to some extent, the cultivation, possession, and sale of cannabis all violate the CSA and are punishable by imprisonment, substantial fines and forfeiture. Moreover, individuals and entities may violate federal law if they aid and abet another in violating the CSA, or conspire with another to violate the law, and violating the CSA is a predicate for certain other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. The U.S. Supreme Court has ruled that the federal government has the authority to regulate and criminalize the sale, possession and use of cannabis, even for individual medical purposes, regardless of whether it is legal under state law. For over five years, however, the U.S. government has not prioritized the enforcement of those laws against cannabis companies complying with state law and their vendors. No reversal of that policy of prosecutorial discretion is expected under a Biden administration given his campaign’s position on cannabis, discussed further below, although prosecutions against state-legal entities cannot be ruled out. On January 4, 2018, then U.S. Attorney General Jeff Sessions issued a memorandum for all U.S. Attorneys (the “Sessions Memo”) rescinding certain past DOJ memoranda on cannabis law enforcement, including the Memorandum by former Deputy Attorney General James Michael Cole (the “Cole Memo”) issued on August 29, 2013, under the Obama administration. Describing the criminal enforcement of federal cannabis prohibitions against those complying with state cannabis regulatory systems as an inefficient use of federal investigative and prosecutorial resources, the Cole Memo gave federal prosecutors discretion not to prosecute state law compliant cannabis companies in states that were regulating cannabis, unless one or more of eight federal priorities were implicated, including use of cannabis by minors, violence, or the use of federal lands for cultivation. The Sessions Memo, which remains in effect, states that each U.S. Attorney’s Office should follow established principles that govern all federal prosecutions when deciding which cannabis activities to prosecute. As a result, federal prosecutors could and still can use their prosecutorial discretion to decide to prosecute even state-legal cannabis activities. Since the Sessions Memo was issued nearly three years ago, however, U.S. Attorneys have generally not prioritized the targeting of state law compliant entities. Attorney General William Barr testified in his confirmation hearing on January 15, 2019, that he would not upset “settled expectations,” “investments,” or other “reliance interest[s]” arising as a result of the Cole Memo, and that he does not intend to devote federal resources to enforce federal cannabis laws in states that have legalized cannabis “to the extent people are complying with the state laws.” He stated: “My approach to this would be not to upset settled expectations and the reliance interests that have arisen as a result of the Cole Memorandum and investments have been made and so there has been reliance on it, so I don’t think it’s appropriate to upset those interests.” He also implied that the CSA’s prohibitions of cannabis may be implicitly nullified in states that have legalized cannabis: “[T]he current situation … is almost like a back-door nullification of federal law.” Industry observers generally have not interpreted Attorney General Barr’s comments to suggest that the DOJ would proceed with cases against participants who entered the state-legal industry after the Cole Memo’s rescission. As such, we cannot assure that each U.S. Attorney’s Office in each judicial district where we operate will not choose to enforce federal laws governing cannabis sales against state-legal companies like our business clients. The basis for the federal government’s lack of recent enforcement with respect to the cannabis industry extends beyond the strong public sentiment and ongoing prosecutorial discretion. Since 2014, versions of the U.S. omnibus spending bill have included a provision prohibiting the DOJ, which includes the Drug Enforcement Administration, from using appropriated funds to prevent states from implementing their medical-use cannabis laws. In USA vs. McIntosh, the U.S. Court of Appeals for the Ninth Circuit held that the provision prohibits the DOJ from spending funds to prosecute individuals who engage in conduct permitted by state medical-use cannabis laws and who strictly comply with such laws. The court noted that, if the spending bill provision were not continued, prosecutors could enforce against conduct occurring during the statute of limitations even while the provision was previously in force. Other courts that have considered the issue have ruled similarly, although courts disagree about which party bears the burden of proof of showing compliance or noncompliance with state law. Certain of our clients that are retailers currently (and may in the future) sell adult-use cannabis, if permitted by such state and local laws now or in the future, and therefore may be outside any protections extended to medical-use cannabis under the spending bill provision. This could subject such retailer clients to greater and/or different federal legal and other risks as compared to businesses where cannabis is sold exclusively for medical use, which could in turn materially adversely affect our business. Furthermore, any change in the federal government’s enforcement posture with respect to state-licensed 76 cannabis sales, including the enforcement postures of individual federal prosecutors in judicial districts where we operate, would result in our inability to execute our business plan, and we would likely suffer significant losses with respect to client base, which would adversely affect our operations, cash flow and financial condition. On March 11, 2021, Merrick Garland was sworn in as the U.S. Attorney General. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. In response to questions posed by Senator Cory Booker, Merrick Garland stated during February 2021 congressional testimony that he would reinstitute a version of the Cole Memorandum. He reiterated the statement that the Justice Department under his leadership would not pursue cases against Americans “complying with the laws in states that have legalized and are effectively regulating marijuana”, in written responses to the Senate Judiciary Committee provided around March 1. It is not yet known whether the Department of Justice under President Biden and Attorney General Garland, will re-adopt the Cole Memorandum or announce a substantive marijuana enforcement policy. Justice Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis. Nonetheless, there is no guarantee that the position of the Department of Justice will not change. Industry observers are hopeful that a Democrat-controlled Senate, along with a Biden presidency, will increase the chances of federal cannabis policy reform. Numerous bills have attracted attention, including the Marijuana Opportunity Reinvestment and Expungement Act (the “MORE Act”), which was originally co-sponsored by now Vice President Harris in the Senate, and the Secure and Fair Enforcement Banking Act, which recently passed the House of Representatives but has not yet passed the Senate. Senate Majority leader Chuck Schumer also has proposed draft legislation that would legalize cannabis at the federal level (the “Cannabis Administration and Opportunity Act”). Recently, Representative Nancy Mace (R. South Carolina) recently introduced proposed draft legislation to decriminalize and tax cannabis at the federal level, with hopes that her “States Reform Act” will garner bi-partisan support. However, we cannot provide assurances about the content, timing or chances of passage of a bill legalizing cannabis or liberalizing cannabis regulations. Accordingly, we cannot predict the timing of any change in federal law or possible changes in federal enforcement. In the event that the federal government were to reverse its long-standing hands-off approach to the state legal cannabis markets and start more broadly enforcing federal law regarding cannabis, we would likely be unable to execute our business plan, and our business and financial results would be adversely affected. Our business and our clients are subject to a variety of U.S. and foreign laws regarding financial transactions related to cannabis, which could subject our clients to legal claims or otherwise adversely affect our business. We and our clients are subject to a variety of laws and regulations in the United States regarding financial transactions. Violations of the U.S. anti-money laundering (AML) laws require proceeds from enumerated criminal activity, which includes trafficking in cannabis in violation of the CSA. Financial institutions that both we and our clients rely on are subject to the Bank Secrecy Act, as amended by Title III of the USA Patriot Act. In Canada, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder and the Criminal Code (Canada) apply. The penalties for violation of these laws include imprisonment, substantial fines and forfeiture. In 2014, the DOJ under the Obama administration directed federal prosecutors to exercise restraint in prosecuting AML violations arising in the state legal cannabis programs and to consider the federal enforcement priorities enumerated in the Cole Memo when determining whether to charge institutions or individuals based upon cannabis-related activity. Around the same time, the Treasury Department issued guidance that clarified how financial institutions can provide services to cannabis-related businesses, consistent with financial institutions’ obligations under the Bank Secrecy Act. Then-Attorney General Sessions’s rescission of the DOJ’s guidance on the state cannabis programs in early 2018 increased uncertainty and heighted the risk that federal law enforcement authorities could seek to pursue money laundering charges against entities, or individuals, engaged in supporting the cannabis industry. On January 31, 2018, the Treasury Department issued additional guidance that the 2014 Guidance would remain in place until further notice, despite the rescission of the DOJ’s earlier guidance memoranda. We are subject to a variety of laws and regulations in the United States, Canada and elsewhere that prohibit money laundering, including the Proceeds of Crime and Terrorist Financing Act (Canada) and the Money Laundering Control Act (U.S.), as amended, and the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by governmental authorities in the United States, Canada or any other 77 jurisdiction in which we have business operations or to which we export our offerings. If any of our clients’ business activities, any dividends or distributions therefrom, or any profits or revenue accruing thereby are found to be in violation of money laundering statutes, our clients could be subject to criminal liability and significant penalties and fines. Any violations of these laws, or allegations of such violations, by our clients could disrupt our operations and involve significant management distraction and expenses. As a result, a significant number of our clients facing money laundering charges could materially affect our business, operations and financial condition. Additionally, proceeds from our clients’ business activities, including payments we have received from those clients, could be subject to seizure or forfeiture if they are found to be illegal proceeds of a crime transmitted in violation of anti-money laundering laws, which could have a material adverse effect on our business. Finally, if any of our clients are found to be violating the above statutes, this could have a material adverse effect on their ability to access or maintain financial services, as discussed in detail below, which could, in turn, have a material adverse effect on our business. We are dependent on our banking relations, and we may have difficulty accessing or consistently maintaining banking or other financial services due to our connection with the cannabis industry. Although we do not grow or sell cannabis products, our general connection with the cannabis industry may hamper our efforts to do business or establish collaborative relationships with others that may fear disruption or increased regulatory scrutiny of their own activities. We are dependent on the banking industry to support the financial functions of our products and solutions. Our business operating functions including payroll for our employees, real estate leases, and other expenses are handled and reliant on traditional banking. We require access to banking services for both us and our clients to receive payments in a timely manner. Lastly, to the extent we rely on any lines of credit, these could be affected by our relationships with financial institutions and could be jeopardized if we lose access to a bank account. Important components of our offerings depend on client accounts and relationships, which in turn depend on banking functions. Most federal and federally-insured state banks currently do not serve businesses that grow and sell cannabis products on the stated ground that growing and selling cannabis is illegal under federal law, even though the Treasury Department’s Financial Crimes Enforcement Network, or FinCEN, issued guidelines to banks in February 2014 that clarified how financial institutions can provide services to cannabis-related businesses, consistent with financial institutions’ obligations under the Bank Secrecy Act. While the federal government has generally not initiated financial crimes prosecutions against state-law compliant cannabis companies or their vendors, the government theoretically could, at least against companies in the adult-use markets. The continued uncertainty surrounding financial transactions related to cannabis activities and the subsequent risks this uncertainty presents to financial institutions may result in their discontinuing services to the cannabis industry or limit their ability to provide services to the cannabis industry or ancillary businesses providing services to the cannabis industry. As a result of federal-level illegality and the risk that providing services to state-licensed cannabis businesses poses to banks, cannabis-related businesses face difficulties accessing banks that will provide services to them. When cannabis businesses are able to find a bank that will provide services, they face extensive client due diligence in light of complex state regulatory requirements and guidance from FinCEN, and these reviews may be time-consuming and costly, potentially creating additional barriers to financial services for, and imposing additional compliance requirements on, us and our clients. FinCEN requires a party in trade or business to file with the U.S. Internal Revenue Service, or the IRS, a Form 8300 report within 15 days of receiving a cash payment of over $10,000. While we do not receive cash payments for the products we sell, if we fail to comply with these laws and regulations, the imposition of a substantial penalty could have a material adverse effect on our business, results of operations and financial condition. We cannot assure that our strategies and techniques for designing our products and solutions for our clients will operate effectively and efficiently and not be adversely impacted by any refusal or reluctance of banks to serve businesses that grow and sell cannabis products. A change in banking regulations or a change in the position of the banking industry that permits banks to serve businesses that grow and sell cannabis products may increase competition for us, facilitate new entrants into the industry offering platforms, products or solutions similar to those that we offer, or otherwise adversely affect our results of operations. Also, the inability of potential clients in our target market to open accounts and otherwise use the services of banks or other financial institutions may make it difficult for us to conduct business, including receiving payments in a timely manner. We do not sell cannabis, or products that contain cannabis; accordingly, our company is not part of the cannabis industry that would be restricted from using federal and federally insured banks. However, because of the fact that our revenue is generated largely from companies licensed as operators in the cannabis industry, banks have and may 78 continue to consider us to be part of the cannabis industry that is subject to banking restrictions. If we were to lose any of our banking relationships or fail to secure additional banking relationships in the future, we could experience difficulty and incur increased costs in the administration of our business, paying our employees, accepting payments from clients, each of which may adversely affect our reputation or results of operations. Additionally, the closure of many or one of our bank accounts due to a bank’s reluctance to provide services to a business working with state legal cannabis businesses would require significant management attention from SpringBig and could materially adversely affect our business and operations. In addition to banks and financial institutions, merchant processors may take a similar view of the risks of working with SpringBig since we provide services to cannabis businesses, and loss of any of our merchant processor relationships could have similar results. Moreover, Visa reportedly prohibits processing of transactions involving cannabis on its network, and Mastercard has reportedly stated that it is evaluating the inconsistency between U.S. state and federal cannabis law. We may have difficulty using bankruptcy courts due to our involvement in the regulated cannabis industry. We currently have no need or plans to seek bankruptcy protection. U.S. courts have held that debtors whose income is derived from cannabis or cannabis assets in violation of the CSA cannot seek federal bankruptcy protections. Although we are not in the business of growing or processing cannabis or selling or even possessing cannabis or cannabis products, a U.S. court could determine that our revenue is derived from cannabis or cannabis assets and prevent us from obtaining bankruptcy protections if necessary. The conduct of third parties may jeopardize our business. We cannot guarantee that our systems, protocols, and practices will prevent all unauthorized or illegal activities by our clients. Our success depends in part on our clients’ ability to operate consistently with the regulatory and licensing requirements of each state, local, and regional jurisdiction in which they operate. We have policies and procedures to review cannabis license information for operational cannabis retail clients to ensure validity and accuracy of such license information. We cannot ensure that the conduct of our clients, who are third parties, and their actions could expose them to legal sanctions and costs, which would in turn, adversely affect our business and operations. A failure to comply with laws and regulations regarding our use of telemarketing, including the TCPA, could increase our operating costs and materially and adversely impact our business, financial condition, results of operations, and prospects. Our technology allows dispensaries to send outbound text communications to their customers. While we believe that it is each dispensary’s responsibility for compliance with state and federal laws regulating outbound communications, we recognize that SpringBig may be named in actions alleging violations of these laws or otherwise have to be involved in demands and actions stemming from alleged violations of these laws (e.g., through subpoenas). There are a number of state and federal laws regulating outbound telephonic communications, including the TCPA and Telemarketing Sales Rule. The U.S. Federal Communications Commission, or the FCC, and the FTC have responsibility for regulating various aspects of these laws. Individual states, like Washington and Florida, also separately regulate outbound telephonic communications. Among other requirements, the TCPA and other laws require the sender of the message to obtain prior express written consent for telemarketing calls and to adhere to state and national “do-not-call” registry requirements and implement various compliance procedures. These laws impact dispensary customers’ ability to communicate with their customers and can impact effectiveness of our marketing programs. These laws also raise the risk that SpringBig could be named directly or involved indirectly in litigation. The TCPA and other similar laws do not distinguish between voice and data communications, and, as such, SMS/MMS messages are also “calls” for the purpose of these outbound telephonic communication statutes. The TCPA and similar state laws provide for a private right of action under which a plaintiff may bring suit and, oftentimes, allow the recovery of statutory damages. The TCPA, by way of example, imposes statutory damages of between $500 and $1,500 per violation. There is no statutory cap on maximum aggregate exposure (although some courts have applied in TCPA class actions constitutional limits on excessive penalties). An action may be brought by the FCC, a state attorney general, an individual on behalf of the individual or a class of individuals. Like other companies that play an intermediary role between the sender (the dispensary) and the recipient (the dispensary customer) of telephonic communications, we have been sued under the TCPA and have received a number of subpoenas in TCPA cases brought against dispensaries. If in the future we are found to have violated the TCPA or any similar state law, particularly on a class-wide basis, the amount of damages and potential liability could be extensive and materially and adversely impact our business, financial condition, results of operations, and prospects. 79 We may continue to be subject to constraints on marketing our products. Certain of the states in which we operate have enacted strict regulations regarding marketing and sales activities on cannabis products, which could affect our cannabis retail clients’ demand for our platform and marketing services. There may be restrictions on sales and marketing activities of cannabis businesses imposed by government regulatory bodies that can hinder the development of our business and operating results because of the restrictions our clients face. If our clients are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products for our clients, this could hamper demand for our products and services from licensed cannabis retailers, which could result in a loss of revenue. Cannabis businesses are subject to unfavorable U.S. tax treatment. Section 280E of the Code does not allow any deduction or credit for any amount paid or incurred during the taxable year in carrying on business, other than costs of goods sold, if the business (or the activities which comprise the trade or business) consists of trafficking in controlled substances (within the meaning of Schedules I and II of the Controlled Substances Act). The IRS has applied this provision to cannabis operations, prohibiting them from deducting expenses associated with cannabis businesses beyond costs of goods sold and asserting assessments and penalties for additional taxes owed. However, Section 280E and related IRS enforcement activity have had a significant impact on the operations of all cannabis companies. While Section 280E does not directly affect SpringBig, it lowers SpringBig’s clients’ profitability, and could result in decreased demand for New SpringBig’s marketing and customer loyalty services. An otherwise profitable cannabis business may operate at a loss after taking into account its U.S. income tax expenses. This affects SpringBig because SpringBig’s sales and operating results could be adversely affected if SpringBig’s clients decrease their marketing budgets and are operating on lower profit margins as a result of unfavorable treatment by the Code. Service providers to cannabis businesses may also be subject to unfavorable U.S. tax treatment. As discussed above, under Section 280E of the Code, no deduction or credit is allowed for any amount paid or incurred during the taxable year in carrying on business, other than costs of goods sold, if the business (or the activities which comprise the trade or business) consists of trafficking in controlled substances (within the meaning of Schedules I and II of the CSA). The IRS has applied this provision to cannabis operations, prohibiting them from deducting expenses associated with cannabis businesses and asserting assessments and penalties for additional taxes owed. While we do not believe that Section 280E applies to our business, and, generally, ancillary service providers who work with state-licensed cannabis businesses have not been subject to Section 280E, because they are providing services or products other than cannabis, if the IRS interprets the section to apply, it would significantly and materially affect our profitability and financial condition. The MORE Act, which was passed by the House of Representatives in 2020 and reintroduced in the Senate for consideration on September 30, 2021, would remove marijuana from the CSA, which would effectively carve out state-legal cannabis businesses from Section 280E of the Code. However, the MORE Act would impose two new taxes on cannabis businesses: an excise tax measured by the value of certain cannabis products and an occupational tax assessed on the enterprises engaging in cannabis production and sales. Although these novel tax provisions are included in the MORE Act passed by the House of Representatives, it is challenging to predict whether, when and in what form the MORE Act could be enacted into law and how any such legislation would affect the activities of SpringBig. Similarly, the recently introduced States Reform Act would also effectively carve out state-legal cannabis businesses from Section 280E of the Code but at the same time impose a new excise tax on cannabis businesses (albeit at a lower rate than the proposed MORE Act). Cannabis businesses may be subject to civil asset forfeiture. Any property owned by participants in the cannabis industry used in the course of conducting such business, or that represents proceeds of such business or is traceable to proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture because of the illegality of the cannabis industry under federal law. Even if the owner of the property is never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture. Forfeiture of assets of our cannabis business clients could adversely affect our revenues if it impedes their profitability or operations and our clients’ ability to continue to subscribe to our services. 80 Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability. Insurance that is otherwise readily available, such as general liability and directors’ and officers’ insurance, is more difficult for us to find and is more expensive or contains significant exclusions because our clients are cannabis industry participants. There are no guarantees that we will be able to find such insurance coverage in the future or that the cost will be affordable to us. If we are forced to operate our business without such insurance coverage, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities. If we experience an uninsured loss, it may result in loss of anticipated cash flow and could materially adversely affect our results of operations, financial condition, and business. There may be difficulty enforcing certain of our commercial agreements and contracts. Courts will not enforce a contract deemed to involve a violation of law or public policy. Because cannabis remains illegal under U.S. federal law, certain parties to contracts involving the state-legal cannabis industry have argued that the agreement was void as federally illegal or against public policy. Some courts have accepted this argument in certain cases, usually against the company trafficking in cannabis. While courts have enforced contracts related to activities by state-legal cannabis companies, and the trend is generally to enforce contracts with state-legal cannabis companies and their vendors, there remains doubt and uncertainty that we will be able to enforce all of our commercial agreements in court for this reason. We cannot be assured that we will have a remedy for breach of contract, which would have a material adverse effect on our business. Risks Related to SpringBig’s Intellectual Property For purposes of this subsection only, “SpringBig,” “the Company,” “we,” “us” or “our” refer to SpringBig, Inc. and its subsidiaries, unless the context otherwise requires. We may in the future be, subject to disputes and assertions by third parties with respect to alleged violations of intellectual property rights. These disputes could be costly to defend and could harm our business and operating results. We may, from time to time in the future, face allegations that we have violated the intellectual property rights of third parties, including patent, trademark, copyright and other intellectual property rights. Even if the claims are without merit, defending these types of claims may result in substantial costs, the diversion of the attention of management, and the disruption of our operations. In particular, patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict. We may be required to stop offering certain features, purchase licenses or modify our products and features while we develop non-infringing substitutes, or become subject to significant settlement costs. These claims also could subject us to significant liability for damages and could result in our having to stop using or hosting technology, content, branding or business methods found to be in violation of another party’s rights. We do not own any patents and, therefore, may be unable to deter competitors or others from pursuing patent or other intellectual property infringement claims against us through the threat of counter-suit. Companies in the software-as-a-service (SaaS) vertical in which we operate and other industries may own large numbers of patents, copyrights and marks and may frequently request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights. Our platform features third-party brands, which may themselves infringe third party intellectual property rights and which bring us into litigation between the parties to such litigation. Further, although we contractually seek indemnification protection from our clients, clients may not be solvent or financially able to indemnify us. We may be required or may opt to seek a license of intellectual property rights held by others, which may not be available on commercially reasonable terms, or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, content, branding or business methods, which could require significant effort and expense and which we may not be able to accomplish efficiently, or at all. If we cannot use, license or develop technology, content, branding, or business methods for any allegedly infringing aspect of our business, we may be unable to compete effectively. Further, as we face increasing competition and as our business grows, we will face increasing likelihood of claims of infringement. The results of litigation and claims to which we may be subject cannot be predicted with certainty. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, reputation and operating results. 81 Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions. We use open source software that we have obtained from third parties or is included in software packages in our solutions and will use open source software in the future. Open source software is generally freely accessible, usable and modifiable, and is made available to the general public on an “as-is” basis under the terms of a non-negotiable license. From time to time, we may face claims from third parties claiming ownership of, or demanding release of, the open source software and/or derivative works that we developed using such software (which could include our proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase a costly license or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on our business and operating results. The success of our business heavily depends on our ability to protect and enforce our intellectual property rights. Our business depends on our intellectual property, the protection of which is crucial to the success of our business. We rely on a combination of trademark, trade secret and other intellectual property rights and laws and contractual restrictions to protect our intellectual property. As examples of such restrictions, we attempt to protect our intellectual property, technology and confidential information by entering into confidentiality and inventions assignment agreements and non-competition agreements with employees, contractors, consultants and business partners who develop intellectual property on our behalf, and entering into non-disclosure agreements with our business partners. These agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property or technology. Despite our efforts to protect our proprietary rights, unauthorized parties, as examples, may copy aspects of our website features, software and functionality or obtain and use information that we consider proprietary. Despite our efforts to protect our intellectual property rights, including trademarks, they may not be respected in the future, or may be invalidated, circumvented or challenged. For example, we have registered, among numerous other trademarks, “SpringBig” as a trademark in the U.S. Competitors have and may continue to adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to consumer confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks that are similar to our trademarks. Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the U.S. and abroad may be necessary in the future to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources, which could harm our business and operating results. Risks Related to Tuatara and the Business Combination For purposes of this subsection only, “we,” “us” or “our” refer to Tuatara pre-domestication and to New SpringBig after the consummation of the domestication, unless the context otherwise requires. Future resales of common stock after the consummation of the business combination may cause the market price of our securities to drop significantly, even if our business is doing well. Pursuant to the Sponsor Escrow Agreement, after the consummation of the business combination and subject to certain exceptions, the sponsor will be contractually restricted from selling or transferring 1,000,000 of its shares of common stock until the earlier of (A) when the last reported sale price of the common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the business combination or (B) the date following the completion of the business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their common stock for cash, securities or other property. If 82 neither of the above conditions is met prior to 60 months after the business combination, then such Sponsor escrowed shares will be cancelled. Pursuant to the lock-up agreements, voting and support agreements and the amended certificate of incorporation, after the consummation of the business combination and subject to certain exceptions, certain post-merger SpringBig equity holders will be contractually restricted from selling or transferring any of their respective shares of common stock until 180 days after completion of the business combination. However, effective after the business combination, the sponsor (except with respect to the sponsor escrowed shares described above), and following the expiration of the applicable lockups described in the preceding paragraph, the restricted post-merger SpringBig equity holders, will not be restricted from selling shares of our common stock held by them, other than by applicable securities laws. Additionally, the subscription investors will not be restricted from selling any of their shares of our common stock following the closing of the business combination, other than by applicable securities laws. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. Upon completion of the business combination, the sponsor and the restricted post-merger SpringBig equity holders will collectively own approximately % of our shares of our common stock, assuming that no additional public shareholders redeem their public shares in connection with the business combination. Assuming redemption of the maximum number of public shares in connection with the business combination, in the aggregate, the ownership of the sponsor and the restricted post-merger SpringBig equity holders would rise to % of the outstanding shares of our common stock. The shares held by the sponsor and the restricted post-merger SpringBig equity holders may be sold after the expiration of the applicable lock-up period under the registration rights agreement. As restrictions on resale end and registration statements (filed after the closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. After completion of the business combination, the post-merger SpringBig equity holders, the subscription investors and our sponsor will own a significant portion of the outstanding voting shares of New SpringBig. Upon completion of the business combination and the related transactions (based on the assumptions as described in the last paragraph of the section entitled “Certain Defined Terms”), the post-merger SpringBig equity holders will own approximately 45.9% of New SpringBig’s common stock, the subscription investors will own approximately 2.8% of New SpringBig’s common stock and our sponsor will own approximately own 6.4% of New SpringBig’s common stock. As long as the post-merger SpringBig equity holders, the subscription investors and our sponsor own or control a significant percentage of outstanding voting power, they will have the ability to strongly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our board of directors, any amendment of our organizational documents, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. The interests of the post-merger SpringBig equity holders, the subscription investors and our sponsor may not align with the interests of our other stockholders. Certain of the post-merger SpringBig equity holders, the subscription investors and our sponsor are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Certain of the post-merger SpringBig equity holders, the subscription investors and our sponsor may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. We have identified two material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. We have identified two material weaknesses in our internal controls related to the accounting for complex financial instruments, one affecting only the period ended March 31, 2021 and the second affecting (i) the audited balance sheet as of February 17, 2021, (ii) the period ended March 31, 2021 and (iii) the period ended June 30, 2021 ((i), (ii) and (iii) together, the “Affected Periods”). First, we previously accounted for our outstanding public warrants and private placement warrants (collectively, with the public warrants, the “warrants”) issued in connection with our initial public offering as components of 83 equity instead of as derivative liabilities. On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies. Following this issuance of this statement, our management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and such event is not an input to the fair value of the warrant. Based on management’s evaluation, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that we should have classified the warrants as derivative liabilities in our previously issued financial statement. As a result, we identified a material weakness in our internal controls over financial reporting for the period ended March 31, 2021. Second, management determined that we had improperly valued our Class A ordinary shares subject to possible redemption. We previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share, while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the public shares underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, on December 2, 2021, Tuatara’s audit committee concluded that the balance sheet and the financial statements for the Affected Periods, as applicable, should be restated to report all Class A ordinary shares issued as part of the units sold in Tuatara’s initial public offering as temporary equity rather than as permanent equity. In light of the restatement of Tuatara’s financial statements for these periods, our management and our audit committee concluded that we identified a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. To address these material weaknesses, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. We have provided enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. We have also expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by consideration of additional staff with the requisite experience and training to supplement existing accounting professionals. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. To date, we have not incurred any significant costs with respect to our remediation plans, nor do we expect to incur any significant costs in connection therewith. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. 84 Subsequent to the consummation of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. Although we have conducted due diligence on SpringBig, we cannot assure you that this diligence revealed all material issues that may be present in SpringBig’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and SpringBig’s control will not later arise. As a result, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about New SpringBig following the completion of the business combination or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all. We and SpringBig will be subject to business uncertainties and contractual restrictions while the business combination is pending. Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on us and SpringBig. These uncertainties may impair SpringBig’s ability to retain and motivate key personnel and could cause third parties that deal with SpringBig to defer entering into contracts or making other decisions or seek to change existing business relationships. If employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or SpringBig’s business could be harmed. Our success depends on our senior management team and other key personnel, and our ability to successfully effect the business combination and operate the business thereafter will continue to be dependent upon the efforts of the senior management team and such key personnel of SpringBig. The loss of any senior management member or key personnel, coupled with our inability to hire and retain replacements, could negatively impact the operations and profitability of New SpringBig following the business combination. Our ability to maintain our competitive position and implement our business strategy, as well as to successfully effect the business combination and operate the business thereafter, is dependent upon the efforts of the senior management team, particularly Jeffrey Harris, our CEO, Paul Sykes, our CFO, Navin Anand, our CTO and certain other key personnel. Our senior management team possesses extensive knowledge and a deep understanding of our business and our strategy, which is critical to the successful operation of our business. Although we contemplate that the majority of SpringBig senior management team will remain associated with the combined company following the business combination, it is possible that additional members of the SpringBig management team will depart. The loss of such key personnel could have a disruptive effect adversely impacting our ability to manage our business effectively and execute our business strategy, and our inability to hire and retain replacements could negatively impact the operations and profitability of New SpringBig following the business combination. Certain of our existing shareholders have agreed to vote in favor of the business combination, regardless of how our public shareholders vote. Certain of our existing shareholders, including our sponsor and our directors and officers, have agreed to vote the founder shares, as well as any public shares purchased during or after the IPO, in favor of a business combination. At the time of the general meeting, we expect that our sponsor and our directors and officers will collectively own approximately % of our outstanding Class A ordinary shares. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by our public shareholders. Neither the board of directors of Tuatara nor any committee thereof obtained a third party financial opinion in determining whether or not to pursue the business combination. Neither the board of directors of Tuatara nor any committee thereof obtained an opinion from an independent investment banking or accounting firm that the price that Tuatara is paying for SpringBig is fair to Tuatara from a financial point of view. Neither the board of directors of Tuatara nor any committee thereof obtained a third party valuation in connection with the business combination. In analyzing the business combination, the board of directors of Tuatara and management conducted due diligence on SpringBig and researched the industry in which SpringBig 85 operates. The board of directors of Tuatara reviewed, among other things, financial due diligence materials prepared by professional advisors, including tax due diligence reports, financial and market data information on selected comparable companies, the implied purchase price multiple of SpringBig and the financial terms set forth in the merger agreement, and concluded that the business combination was in the best interest of its shareholders. Accordingly, investors will be relying solely on the judgment of the board of directors and management of Tuatara in valuing SpringBig, and the board of directors and management of Tuatara may not have properly valued such businesses. The lack of a third party valuation may also lead an increased number of shareholders to vote against the business combination or demand redemption of their shares, which could potentially impact our ability to consummate the business combination. We do not intend to pay cash dividends for the foreseeable future. Following the business combination, we currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant. We may be subject to securities litigation, which is expensive and could divert management attention. The market price of our common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business. Because Tuatara is incorporated under the laws of the Cayman Islands, in the event the business combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. Because Tuatara is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited prior to the domestication. Tuatara is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Tuatara’s directors or officers, or enforce judgments obtained in the United States courts against Tuatara’s directors or officers. Until the domestication is effected, Tuatara’s corporate affairs are governed by the existing organizational documents, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Tuatara under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Tuatara’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. Tuatara has been advised by its Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against Tuatara judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Tuatara predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and 86 must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. The shareholders of Tuatara may have more difficulty in protecting their interests in the face of actions taken by management, the members of the board of directors of Tuatara or controlling shareholders than they would as public shareholders of a United States company. In evaluating the target business for our business combination, our management has relied on the availability of all of the funds from the sale of the subscription shares to be used as part of the consideration in the business combination. If the sale of some or all of the subscription shares fails to close, we may lack sufficient funds to consummate the business combination. In connection with the entry into the original merger agreement, we entered into the subscription agreements pursuant to which the subscription investors agreed to purchase an aggregate of 1,310,000 shares of common stock (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) for a purchase price of $10.00 per share, or $13,100,000 in the aggregate, in a private placement to close immediately prior to our business combination (with certain of such subscription proceeds in the aggregate principal sum of $7,000,000 previously funded on or around February 25, 2022 pursuant to convertible notes entered into between SpringBig and certain PIPE subscription investors). The funds from the PIPE subscription financing that are paid at the closing of the business combination may be used to pay expenses in connection with the business combination or for working capital in SpringBig post-closing. The obligations under the subscription agreements do not depend on whether any public shareholders elect to redeem their shares and provide us with a minimum funding level for the business combination. However, if the sales of the subscription shares do not close for any reason, including by reason of the failure by some or all of the subscription investors, as applicable, to fund the purchase price for their respective subscription shares, for example, we may lack sufficient funds to consummate the business combination. The subscription investors’ obligations to purchase the subscription shares are subject to fulfillment of customary closing conditions. The subscription investors’ obligations to purchase subscription shares pursuant to the subscription agreements are subject to termination prior to the closing of the sale of such subscription shares automatically upon termination of the merger agreement. In the event of any such failure to fund by a subscription investor, any obligation is so terminated or any such condition is not satisfied and not waived by such subscription investor, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall may also reduce the amount of funds that we have available for working capital of SpringBig post-business combination. If a shareholder fails to comply with the procedures for redeeming its public shares, such shares may not be redeemed. In order to validly redeem public shares, holders of our public shares will need to comply with the various procedures described in this proxy statement/prospectus. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our existing organizational documents pursuant to the extension proxy statement and (iii) the redemption of our public shares if we are unable to complete an initial business combination by February 17, 2023, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. 87 Our sponsor, certain members of our board of directors and our officers have interests in the business combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the business combination and the other proposals described in this proxy statement/prospectus. When considering our board of directors’ recommendation that our shareholders vote in favor of the approval of the business combination, our shareholders should be aware that our sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, the interests of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to shareholders that they approve the business combination. Our shareholders should take these interests into account in deciding whether to approve the business combination. These interests include: the fact that certain of our directors and officers are principals of our sponsor; the fact that 5,000,000 founder shares held by our sponsor and affiliates, for which it paid approximately $25,000 for 5,000,000 Class B shares now held by the founders, will convert on a one-for-one basis, into 5,000,000 shares of common stock upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares are issued by us in connection with or in relation to the consummation of the business combination) with 1,000,000 of such shares being forfeited upon the closing, and such shares, if unrestricted and freely tradable would be valued at approximately $ , based on the closing price of our Class A ordinary shares on the Nasdaq on , 2022; the fact that our sponsor holds 6,000,000 private placement warrants purchased in a private placement that closed simultaneously with the consummation of the IPO that would expire worthless if a business combination is not consummated by February 17, 2023; the fact that in connection with the business combination, we entered into the subscription agreements with the subscription investors, which include a special purpose vehicle owned by certain of our and our sponsor’s directors and officers, which provide for the purchase by the subscription investors of an aggregate of 1,310,000 Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication), for a purchase price of $10.00 per ordinary share, in a private placement, the closing of which will occur immediately prior to the closing; the fact that our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if Tuatara fails to complete an initial business combination, including the business combination, by February 17, 2023; the fact that if the trust account is liquidated, including in the event Tuatara is unable to complete an initial business combination by February 17, 2023, our sponsor has agreed that it will be liable to Tuatara if and to the extent any claims by a third party (other than Tuatara’s independent auditors) for services rendered or products sold to Tuatara, or a prospective target business with which Tuatara has discussed entering into a transaction agreement, reduce the amounts in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act; the fact that one or more directors of Tuatara will be a director of New SpringBig; the continued indemnification of Tuatara’s current directors and officers and the continuation of Tuatara’s directors’ and officers’ liability insurance after the business combination; and the fact that our sponsor, officers, directors and their respective affiliates will not be reimbursed for any out-of-pocket expenses from any amounts held in the trust account if an initial business combination is not consummated by February 17, 2023. Our sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if an initial business combination is not completed. At the closing, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Tuatara’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the 88 reimbursement of out-of-pocket expenses incurred in connection with activities on Tuatara’s behalf. The personal and financial interests of our sponsor, executive officers and directors may influence their motivation in identifying and selecting a target business and completing the business combination. We will incur significant transaction costs in connection with the business combination and related transactions. We have incurred and expect to continue to incur significant, non-recurring costs in connection with consummating the business combination and related transactions. All expenses incurred in connection with the business combination and related transactions, including all legal, and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs. Our transaction expenses as a result of the business combination and related transactions are currently estimated to be approximately , including $ million in accompanying deferred underwriting commissions, which are contingent upon the consummation of the closing, subject to certain offsets for fees paid to the placement agents for the PIPE subscription financing. See the notes to the unaudited pro forma financial statements for more information. The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been. The unaudited pro forma condensed combined financial information for New SpringBig following the business combination in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the business combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information. We may waive one or more of the conditions to the business combination. Subject to our obligations under the merger agreement, we may agree to waive any of the conditions to our obligations to complete the business combination under the merger agreement. For example, it is a condition to our obligations to close the business combination that SpringBig has performed its covenants in all material respects. However, if our board of directors determines that any such breach is not material to the business of SpringBig, then our board of directors may elect to waive that condition and close the business combination. Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. In the event that the proceeds in the trust account are reduced below (1) $10.00 per public share or (2) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share. We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers. We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. 89 If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,293 and to imprisonment for five years in the Cayman Islands. We are not registering the Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless. We are not registering the Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, to use our reasonable best efforts to file a registration statement under the Securities Act covering the issuance of such shares, to use our reasonable best efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders 90 seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) for sale under all applicable state securities laws. We have agreed to issue additional Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) to complete our business combination and may issue shares of common stock of New SpringBig, including under an employee incentive plan, after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks. Our existing organizational documents authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, $0.0001 per share. On , there were and authorized but unissued Class A ordinary shares, respectively, available for issuance which amount takes into account shares reserved for issuance upon exercise of outstanding warrants, and authorized but unissued preferred shares available for issuance. The proposed charter authorizes the issuance of shares of common stock, and shares of preferred stock, par value $0.0001 per share. 91 We have agreed to issue additional Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) to the subscription investors in order to obtain PIPE subscription financing to complete our business combination and common stock to the post-merger SpringBig equity holders. We have also entered into a subscription agreement with the Convertible Buyer pursuant to which we have agreed to issue convertible notes and warrants as described under “The Business Combination—Related Agreements.” See also “Risk Factors—The issuance of our common shares in connection with the Notes and Warrants Purchase Agreement and/or the Common Stock Purchase Agreement could cause substantial dilution, which could materially affect the trading price of our common shares.” Prior to the business combination, we may issue additional Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) and preferred shares in order to obtain additional equity financing, and we may issue additional shares of common stock of New SpringBig under an employee incentive plan after completion of our business combination. However, our existing organizational documents provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares on any business combination. The issuance of additional Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) or preferred shares: may significantly dilute the equity interest of investors in the IPO; may subordinate the rights of holders of Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) if preferred shares are issued with rights senior to those afforded our Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication); and may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the business combination with which a substantial majority of our shareholders do not agree. Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination (such that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. In addition, our shareholders are being asked to approve, by special resolution, the Articles Amendment Proposal, prior to the Domestication, under Cayman Islands law to delete (i) the limitation on share repurchases prior to the consummation of a business combination that would cause Tuatara’s net tangible assets to be less than $5,000,001 following such repurchases, (ii) the limitation that Tuatara shall not consummate a business combination if it would cause Tuatara’s net tangible assets to be less than $5,000,001 and (iii) the limitation that Tuatara shall not redeem public shares that would cause Tuatara’s net tangible assets to be less than $5,000,001 following such redemptions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. The holders of our founder shares control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. The holders of our founder shares own approximately 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. If the holders of our founder shares purchase any additional Class A ordinary shares, this would increase their control. To our knowledge, none of our officers or directors, has any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. 92 We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) purchasable upon exercise of a warrant could be decreased, all without your approval. Our warrants were issued in registered form under the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Tuatara. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of curing any ambiguity or curing, correcting or supplementing any defective provision or adding or changing any other provisions with respect to matters or questions arising under the warrant agreement, but requires the approval by the holders of at least 65% of then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of then outstanding public warrants approve of such amendment. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) purchasable upon exercise of a warrant. We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, (i) at a price of $0.01 per warrant; provided that the last reported sales price of our Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders or (ii) at a price of $0.10 per warrant, if the last sale price of our ordinary shares equals or exceeds $10.00 over the same trading day period, and in either case warrant holders may exercise their warrants in advance of the related redemption date, which in the case of clause (ii) will involve any exercises being cashless exercised where the number of shares deliverable upon exercise will be based on a table as described under the heading “Description of Securities.” If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. Our current stock price is close to the $10.00 per share price that could trigger the ability of New SpringBig to call the warrants for redemption at a redemption price of $0.10 per warrant. In that case, warrant holders would have their warrants redeemed for $0.10 per warrant, which may be significantly below the then-prevailing market price of the warrants, unless the warrant holder (i) exercises its warrants in advance of the redemption date pursuant to the table as described under the heading “Description of Securities” or (ii) sells its warrants at the then-current market price when it might otherwise wish to hold its warrants. See “Risk Factors—Risks Related to Tuatara and the Business Combination—We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.” None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees, except in the case of our redemption pursuant to clause (ii) above. Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate an initial business combination. We issued public warrants to purchase 10,000,000 of our Class A ordinary shares as part of the units sold in the IPO and, simultaneously with the closing of the IPO, we issued in the private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication) and reduce the value of the Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication). 93 Because certain of our ordinary shares and warrants currently trade as units consisting of one ordinary share and one-half of one warrant, the units may be worth less than units of other blank check companies. Certain of our ordinary shares and warrants currently trade as units consisting of one ordinary share and one-half of one warrant. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant may be exercised at any given time. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number ordinary shares to be issued to the warrant holder. As a result, public warrant holders who did not purchase a number of units or warrants that would convert into a whole share must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued. This is different from other companies similar to ours whose units include one ordinary share and one warrant to purchase one whole share. This unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share. Warrants will become exercisable for our ordinary shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. We issued public warrants to purchase 10,000,000 ordinary shares as part of our IPO, and we issued an aggregate of 6,000,000 private placement warrants to our sponsor, each exercisable to purchase one whole ordinary share (or one whole share of common stock of New SpringBig into which such share will convert in connection with the domestication) at $11.50 per whole share. In addition, prior to consummating the business combination, nothing prevents us from issuing additional securities in a private placement so long as they do not participate in any manner in the trust account or vote as a class with the ordinary shares on a business combination. To the extent such warrants are exercised, additional ordinary shares will be issued, which will result in dilution to then existing holders of our ordinary shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our ordinary shares. In addition, such dilution could, among other things, limit the ability of our current shareholders to influence management of SpringBig through the election of directors following the business combination. The market for our securities may be volatile following the closing. Following the business combination, the price of our securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. The price of our securities after the business combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. A significant portion of our total outstanding shares may be sold into the market in the near future. This could cause the market price of our ordinary shares to drop significantly, even if our business is doing well. Sales of a substantial number of ordinary shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our ordinary shares. After the consummation of the business combination (based on the assumptions as described in the last paragraph of the section entitled “Certain Defined Terms”), the post-merger SpringBig equity holders will hold approximately 49.2% of our total outstanding shares, the subscription investors hold approximately 2.6% of our total outstanding shares, our sponsor will hold approximately 8.0% of our total outstanding shares and our officers and directors will hold approximately % of our total outstanding shares, which does not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the business combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of our securities may decline. If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the closing may decline. The market values of our securities at the time of the business combination may vary significantly from their prices on the date the merger agreement was executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the business combination. 94 In addition, following the business combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. Factors affecting the trading price of our securities following the business combination may include: actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; changes in the market’s expectations about our operating results; success of competitors; our operating results failing to meet the expectation of securities analysts or investors in a particular period; changes in financial estimates and recommendations by securities analysts concerning New SpringBig or the market in general; operating and stock price performance of other companies that investors deem comparable to New SpringBig; changes in laws and regulations affecting our business; commencement of, or involvement in, litigation involving New SpringBig; changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; the volume of shares available for public sale; any major change in our board of directors or management; sales of substantial amounts of securities by our directors, executive officers or significant shareholders or the perception that such sales could occur; general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and other developments affecting the cannabis industry. Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies, notably in the cannabis industry, which investors perceive to be similar to New SpringBig could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price for our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. Following the business combination, if securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline. The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If any of the analysts who may cover New SpringBig change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover New SpringBig were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline. New SpringBig may be unable to obtain additional financing to fund its operations or growth. New SpringBig may require additional financing to fund its operations or growth. The failure to secure additional financing could have a material adverse effect on the continued development or growth of New SpringBig. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. 95 Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations. We are subject to laws, regulations and rules enacted by national, regional and local governments and the Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on our business and results of operations. Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations. Following our domestication as a Delaware corporation, we will be subject to income and other taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: changes in the valuation of our deferred tax assets and liabilities; expected timing and amount of the release of any tax valuation allowances; tax effects of stock-based compensation; costs related to intercompany restructurings; changes in tax laws, regulations or interpretations thereof; or lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations. Our shareholders will experience immediate dilution as a consequence of the issuance of common stock in connection with the business combination and may experience dilution in the future as a result of the Convertible Notes Financing and the Cantor Equity Financing. In connection with the business combination, we will issue 21,500,000 shares of common stock to post-merger SpringBig equity holders and 1,310,000 shares of common stock pursuant to the subscription agreements. As a result, following the consummation of the business combination and related transactions, our public shareholders will hold 21,000,000 shares of common stock of New SpringBig, or approximately 44.9% of New SpringBig issued and outstanding common stock (assuming that no holders of public shares elect to redeem their shares for a portion of the trust account and we do not otherwise issue any additional shares in connection with the business combination), which does not take into account any warrants that will be outstanding as of the closing and may be exercised. Additionally, we have entered into a purchase agreement for the Convertible Notes Financing, pursuant to which we will issue notes which are convertible into shares of common stock as well as warrants which are exercisable into shares of common stock. We have also entered into a purchase agreement for the Cantor Equity Financing, pursuant to which we may, from time to time, issue shares of common stock under the Facility. The conversion of outstanding Notes and exercise of outstanding Warrants into shares of common stock at an anticipated conversion and exercise price of $12.00 per share may be below the market price of New SpringBig’s common stock. Depending on the market price of our common stock, this may cause a decrease or create a ceiling on the market price of our common stock. Additionally, assuming utilization of the Cantor Equity Financing Facility, CF Principal Investments LLC will receive shares of common stock for up to thirty-six (36) months at a discount to the then current market price with an incentive to sell such shares immediately. Each of these financings may result in the issuance of additional common stock, which would further dilute our existing shareholders, and may in turn decrease the trading price of the stock. 96 We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could remain an emerging growth company for up to five years from the date of our IPO, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. SpringBig’s financial results forecast relies in large part upon assumptions and analyses developed by SpringBig. If these assumptions or analyses prove to be incorrect, SpringBig’s actual results may be materially different from its forecasted results. The projected financial information appearing elsewhere in this proxy statement/prospectus reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to SpringBig’s business, all of which are difficult to predict and many of which are beyond SpringBig’s and Tuatara’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, these financial projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks and uncertainties set forth in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of this proxy statement/prospectus. In addition, SpringBig’s projected revenue forecast is based on a variety of regulatory and operational assumptions, including available retail licenses across the U.S. and Canada, number of paying clients, and average monthly revenue per paying client and its projected gross margin and adjusted Earnings Before Interest, Taxes, Depreciation & Amortization (“EBITDA”) forecasts are driven by web hosting, internet service, and credit card processing expenses, sales and marketing expenses, product development expenses, and other general and administrative expenses. The financial projections were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. None of 97 SpringBig’s independent registered accounting firm, Tuatara’s independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Tuatara, our board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Unfavorable changes in any of these or other factors, most of which are beyond SpringBig’s or Tuatara’s control, could materially and adversely affect its business, results of operations and financial results. Our management will be required to evaluate the effectiveness of our internal control over financial reporting. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports. As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting. Additionally, once we no longer qualify as an “emerging growth company,” our auditor will be required to deliver an attestation report on the effectiveness of our disclosure controls and internal control over financial reporting. An adverse report may be issued in the event our auditor is not satisfied with the level at which our controls are documented, designed or operating. When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is ineffective, or if our auditor is unable to express an opinion as to the effectiveness of our internal control over financial reporting, we could fail to meet our reporting obligations or be required to restate our financial statements for prior periods. In addition, our internal control over financial reporting will not prevent or detect all errors and fraud. Because of the inherent limitations in all control systems, no evaluation can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. If there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting of our internal control, investors may lose confidence in the accuracy and completeness of our financial reports and that could cause the price of our common stock to decline. In addition, we could become subject to investigations by the applicable stock exchange, the SEC or other regulatory authorities, which could require additional management attention and which could adversely affect our business. We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives. If we complete the Business Combination and become a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and the applicable stock exchange. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage our transition into a public company. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, its board committees or as executive officers. 98 Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the business combination, require substantial financial and management resources and increase the time and costs of completing the business combination. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because SpringBig is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of SpringBig as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to us after the business combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether its internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our common stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Risks Related to Domestication Upon completion of the business combination, the rights of holders of New SpringBig’s common stock arising under the DGCL will differ from and may be less favorable than the rights of holders of Tuatara’s ordinary shares arising under the Cayman Islands Companies Act. Upon completion of the business combination, the rights of holders of New SpringBig’s common stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Cayman Islands Companies Act, and, therefore, some rights of holders of the New SpringBig’s common stock could differ from the rights that holders of Tuatara ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that New SpringBig becomes involved in costly litigation, which could have a material adverse effect on New SpringBig. For a more detailed description of the rights of holders of New SpringBig’s common stock under the DGCL and how they may differ from the rights of holders of Tuatara ordinary shares under the Cayman Islands Companies Act, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights” beginning on page 52. Forms of the proposed organizational documents of New SpringBig are attached as Annexes B and C to this proxy statement/prospectus and we urge you to read them. Delaware law and New SpringBig’s proposed organizational documents contain certain provisions, including anti-takeover provisions, that concentrate power with management and may limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. The proposed organizational documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that concentrate power with management and could make it difficult for stockholders to take certain actions, including removal of directors and effecting changes to New SpringBig’s management. Such provisions could also have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the New SpringBig Board and therefore depress the trading price of New SpringBig Common Stock. Among other things, the proposed organizational documents include provisions regarding: a classified board of directors; the requirement that stockholder actions must be effected at a duly called stockholder meeting and a prohibition on actions by the stockholders by written consent; limitations on who may call stockholder meetings, including prohibition on stockholders’ ability to call a special meeting; advance notice procedures with which stockholders must comply to nominate candidates to the New SpringBig Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders; limitations on the manner by which stockholders can remove directors from the New SpringBig Board, including that directors may only be removed for cause; 99 the ability of the New SpringBig Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; and an exclusive forum provision. See “—New SpringBig’s proposed organizational documents will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between New SpringBig and its stockholders, to the fullest extent permitted by law, which could limit New SpringBig’s stockholders’ ability to obtain a favorable judicial forum for disputes with New SpringBig or its directors, officers, stockholders, employees or agents.” Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. New SpringBig’s proposed organizational documents will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between New SpringBig and its stockholders, to the fullest extent permitted by law, which could limit New SpringBig’s stockholders’ ability to obtain a favorable judicial forum for disputes with New SpringBig or its directors, officers, stockholders, employees or agents. New SpringBig’s proposed organizational documents that will be in effect upon the domestication provide that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: any derivative action or proceeding brought on behalf of New SpringBig; any action or proceeding (including any class action) asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of New SpringBig to New SpringBig or New SpringBig’s stockholders; any action or proceeding (including any class action) asserting a claim against New SpringBig or any current or former director, officer or other employee of the Company arising out of or pursuant to any provision of the DGCL, the proposed charter and proposed bylaws (as each may be amended from time to time); any action or proceeding (including any class action) to interpret, apply, enforce or determine the validity of the proposed charter or the proposed bylaws of New SpringBig (including any right, obligation or remedy thereunder); any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or any action asserting a claim against New SpringBig or any director, officer or other employee of New SpringBig governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New SpringBig or any of New SpringBig’s directors, officers, or other employees, which may discourage lawsuits with respect to such claims. However, stockholders will not be deemed to have waived New SpringBig’s compliance with the federal securities laws and the rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, this provision applies to Securities Act claims and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If a court were to 100 find the choice of forum provision contained in New SpringBig’s proposed organizational documents to be inapplicable or unenforceable in an action, New SpringBig may incur additional costs associated with resolving such action in other jurisdictions, which could harm New SpringBig’s business, results of operations and financial condition. Certain Holders may be required to recognize gain for U.S. federal income tax purposes as a result of the domestication. As discussed more fully under the section “U.S. Federal Income Tax Considerations,” the domestication should constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the domestication so qualifies, U.S. Holders (as defined in such section) of Class A ordinary shares will be subject to Section 367(b) of the Code and, as a result: Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares whose ordinary shares have a fair market value of less than $50,000 on the date of the domestication and who is not a 10% shareholder (as defined above) will not recognize any gain or loss and will not be required to include any part of Tuatara’s earnings in income. Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% shareholder will generally recognize gain (but not loss) on the deemed receipt of common stock in the domestication. As an alternative to recognizing gain as a result of the domestication, such U.S. Holder may file an election to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Class A ordinary shares provided certain other requirements are satisfied. Subject to the discussion below concerning PFICs, a U.S. Holder of Class A ordinary shares who on the date of the domestication is a 10% shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Class A ordinary shares provided certain other requirements are satisfied. As discussed further under “U.S. Federal Income Tax Considerations” below, Tuatara expects that it is treated as a PFIC for U.S. federal income tax purposes. In the event that Tuatara is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the domestication unless the U.S. Holder makes (or has made) certain elections discussed further under “U.S. Federal Income Tax Considerations – The Domestication.” The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed regulations will be finalized and whether, in what form, and with what effective date, other final Treasury Regulations under Section 1291(f) of the Code will be adopted. Further, it is not clear how any such regulations would apply to the warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.” Each U.S. Holder of Tuatara ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of Tuatara ordinary shares for common stock and Tuatara warrants for New SpringBig warrants pursuant to the domestication. Additionally, the domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such Non-U.S. Holder’s common stock subsequent to the domestication. The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.” Nasdaq may delist New SpringBig’s securities from trading on its exchange, which could limit investors’ ability to make transactions in New SpringBig’s securities and subject New SpringBig to additional trading restrictions. Tuatara’s public shares, public warrants and units are currently listed on Nasdaq and it is a condition to Tuatara’s obligations to complete the business combination, that New SpringBig’s common stock shall have been listed on 101 Nasdaq and will be eligible for continued listing on Nasdaq immediately following the business combination after giving effect to the redemptions (as if it were a new initial listing by an issuer that had never been listed prior to closing). However, Tuatara cannot assure you that New SpringBig’s securities will continue to be listed on Nasdaq in the future. In addition, in connection with the business combination and as a condition to SpringBig’s obligations to complete the business combination, New SpringBig is required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of New SpringBig’s securities on Nasdaq. For instance to meet the initial listing requirements, New SpringBig’s stock price would generally be required to be at least $4 per share and the market value of its unrestricted shares held publicly would generally be required to be at least $20 million and New SpringBig would be required to have a minimum of 400 public shareholders of “round lots” of 100 shares. In order to ensure New SpringBig meets and maintains certain of these requirements, certain stockholder lockup restrictions on existing SpringBig stockholders have been partially waived and may be further waived. In addition to the listing requirements for New SpringBig’s common stock, Nasdaq imposes listing standards on warrants. Tuatara cannot assure you that New SpringBig will be able to meet those initial listing requirements, in which case SpringBig will not be obligated to complete the business combination. In addition, it is possible that New SpringBig’s common stock and public warrants will cease to meet the Nasdaq listing requirements following the business combination. If Nasdaq delists New SpringBig’s securities from trading on its exchange and New SpringBig is not able to list its securities on another national securities exchange, Tuatara expects New SpringBig’s securities could be quoted on an over-the-counter market. If this were to occur, New SpringBig could face significant material adverse consequences, including: a limited availability of market quotations for its securities; reduced liquidity for its securities; a determination that New SpringBig’s common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New SpringBig’s securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future. New SpringBig will be a holding company and its only material asset after completion of the business combination will be its interest in SpringBig, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes and pay dividends. Upon completion of the business combination, New SpringBig will be a holding company with no material assets other than its ownership of post-merger SpringBig, the operating entity. As a result, New SpringBig will have no independent means of generating revenue or cash flow. New SpringBig’s ability to pay taxes and pay dividends will depend on the financial results and cash flows of SpringBig and its subsidiaries and the distributions it receives from SpringBig. Deterioration in the financial condition, earnings or cash flow of SpringBig and its subsidiaries, for any reason could limit or impair SpringBig’s ability to pay such distributions. Additionally, to the extent that New SpringBig needs funds and SpringBig and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or SpringBig is otherwise unable to provide such funds, it could materially adversely affect New SpringBig’s liquidity and financial condition. Dividends on New SpringBig’s common stock, if any, will be paid at the discretion of the board of directors of New SpringBig, which will consider, among other things, New SpringBig’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict New SpringBig’s ability to pay dividends or make other distributions to its stockholders. In addition, SpringBig is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of SpringBig (with certain exceptions) exceed the fair value of its assets. SpringBig’s subsidiaries are generally subject to similar legal limitations on their ability to make distributions to SpringBig. If SpringBig does not have sufficient funds to make distributions, New SpringBig’s ability to declare and pay cash dividends may also be restricted or impaired. 102 The Merger Agreement This subsection of this proxy statement/prospectus describes the material provisions of the merger agreement, but does not purport to describe all of the terms of the merger agreement. You are urged to read the merger agreement, a copy of which is attached as Annex A hereto, in its entirety because it is the primary legal document that governs the business combination. The merger agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the merger agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made and will be made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the merger agreement. The representations, warranties and covenants in the merger agreement are also modified in important part by the underlying disclosure schedules, which we refer to as the “Schedules,” which are not filed publicly and which may be subject to contractual standards of materiality applicable to the contracting parties that differ from what may be viewed as material to shareholders. The representations and warranties in the merger agreement and the items listed in the Schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. General Description of the Business Combination; Structure of the Business Combination On November 8, 2021, we entered into the original merger agreement with Merger Sub and SpringBig, on April 14, 2022, we entered into the amended and restated merger agreement with Merger Sub and SpringBig, and on May 4, 2022, we entered into the first amendment to the amended and restated merger agreement with Merger Sub and SpringBig, pursuant to which, subject to the terms and conditions contained therein, Merger Sub will merge with and into SpringBig with SpringBig being the surviving entity and a subsidiary of New SpringBig. Subject to the terms and conditions of the merger agreement, the closing will take place at 10:00 a.m., New York time, on the date which is three (3) business days after the date on which all of the conditions described below under the subsection entitled “The Business Combination – The Merger Agreement – Conditions to the Closing of the Business Combination,” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as Tuatara and SpringBig may mutually agree. Consideration The merger consideration (the “merger consideration”) to be paid to the SpringBig equity holders at the closing of the business combination pursuant to the merger agreement is based on an implied equity value for SpringBig of $215 million and will be paid entirely in equity consideration: Each share of SpringBig capital stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New SpringBig common stock, as determined in the merger agreement (the “Share Conversion Ratio”).
Vested and unvested options of SpringBig outstanding and unexercised immediately prior to the effective time of the Merger will be assumed by New SpringBig and will convert into comparable options that are exercisable for shares of New SpringBig common stock, with a value determined in accordance with the Share Conversion Ratio. Holders of SpringBig’s common stock and preferred stock and Engaged Option Holders (as defined below) will also have the right to receive their pro rata portion of up to an aggregate of 10,500,000 shares of New SpringBig 103 common stock (“Contingent Shares”) if any of the following stock price conditions are met: (i) 7,000,000 Contingent Shares (“First Tranche Shares”) if the closing price of New SpringBig 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 on or before 60 months after the closing date; (ii) 2,250,000 Contingent Shares (“Second Tranche Shares”) if the closing price of New SpringBig common stock equals or exceeds $15.00 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 on or before 60 months after the closing date; and (iii) 1,250,000 Contingent Shares (“Third Tranche Shares”) if the closing price of the New SpringBig common stock equals or exceeds $18.00 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 on or before 60 months after the closing date. An “Engaged Option Holder” is an employee or engaged consultant of SpringBig who held unexercised SpringBig options at the effective time of the merger and who remains employed or engaged by SpringBig at the time of such payment of Contingent Shares. In addition, in the event of an Earnout Trigger Event (as defined below) during the 60 month period after Closing, then any Contingent Shares not previously issued shall be issued in accordance with the following, based on the price per share of New SpringBig common stock immediately prior to the consummation of such Earnout Trigger Event or the price per share paid for each outstanding share of New SpringBig common stock in such Earnout Trigger Event (the “Earnout Trigger Price”):
For purposes of the merger agreement, an “Earnout Trigger Event” is defined to mean (a) New SpringBig engages in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise ceases to be subject to reporting obligations under Sections 13 or 15(d)of the Exchange Act; (b) New SpringBig shall cease to be listed on a national securities exchange, other than for the failure to satisfy: (i) any applicable minimum listing requirements, including minimum round lot holder requirements, of such national securities exchange; or (ii) a minimum price per share requirement of such national securities exchange; or (c) the occurrence in a single transaction or as a result of a series of related transactions, of one or more of the following events: (a) any person or any group of persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto (excluding (i) Sponsor and its respective affiliates, successors and assigns, or (ii) a corporation or other entity owned, directly or indirectly, by the shareholders of New SpringBig in substantially the same proportions as their ownership of stock of New SpringBig ) (x) is or becomes the beneficial owner, directly or indirectly, of securities of New SpringBig representing more than fifty percent (50%) of the combined voting power of New SpringBig’s then outstanding voting securities or (y) has or acquires control of New SpringBig board of directors, (b) a merger, consolidation, reorganization or similar business combination transaction involving New SpringBig and, immediately after the consummation of such transaction or series of transactions, either (x) the New SpringBig Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) the voting securities of New SpringBig immediately prior to such merger or consolidation do not continue to represent or are not converted into more than fifty percent (50%) of the combined 104 voting power of the then outstanding voting securities of the person resulting from such transaction or series of transactions or, if the surviving company is a subsidiary, the ultimate parent thereof, or (c) the sale, lease or other disposition, directly or indirectly, by New SpringBig of all or substantially all of the assets of New SpringBig and its subsidiaries, taken as a whole, other than such sale or other disposition by New SpringBig of all or substantially all of the assets of New SpringBig and its Subsidiaries, taken as a whole, to an entity at least a majority of the combined voting power of the voting securities of which are owned by shareholders of New SpringBig. Material Adverse Effect Under the merger agreement, certain representations and warranties of SpringBig are qualified in whole or in part by a “material adverse effect” standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the merger agreement, a “material adverse effect” means any effect, development, event, occurrence, fact, condition, circumstance or change (including any changes to the availability of key personnel) of the Company that has had, or would reasonably be expected to have, a material and adverse effect, individually or in the aggregate, on the business, results of operations, financial condition, assets or liabilities of SpringBig and its subsidiaries, taken as a whole; provided, however, that no effect, development, event, occurrence, fact, condition, circumstances or change, to the extent resulting from any of the following, either alone or in combination, will be deemed to constitute, or be taken into account in determining whether a “material adverse effect” has occurred or would reasonably be expected to occur in respect of SpringBig and its subsidiaries: (i) the taking by SpringBig or any of its subsidiaries of any reasonable action, taken or omitted to be taken after the date of the merger agreement that is reasonably determined to be necessary or prudent to be taken in response to COVID-19 or any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, directive, guidelines or recommendations by any governmental authority in each case in connection with or in response to COVID-19, including the CARES Act (collectively, the “COVID-19 measures”), including the establishment of any policy, procedure or protocol; (ii) any change in applicable laws, or regulatory policies or interpretations thereof or in accounting or reporting standards or principles or interpretations thereof to the extent that such change does not have a materially disproportionate impact on SpringBig and its subsidiaries, taken as a whole, as compared to other participants in the same industry; (iii) any change in interest rates or economic, financial or market conditions generally to the extent that such change does not have a materially disproportionate impact on SpringBig and its subsidiaries, taken as a whole, as compared to other participants in the same industry; (iv) the announcement or the execution of the merger agreement, the pendency or consummation of the merger or the performance of the merger agreement (or the obligations thereunder); provided that (a) this clause (iv) shall not apply to the effect of any of the foregoing on the availability of key personnel of the Company and (b) this clause (iv) will not prevent a determination that a breach of any representation and warranty set forth in the merger agreement which addresses the consequences of the execution and performance of the merger agreement or the consummation of the merger has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a material adverse effect; (v) any change generally affecting any of the industries or markets in which SpringBig or any of its subsidiaries operates to the extent that such change does not have a materially disproportionate impact on SpringBig and its subsidiaries, taken as a whole, as compared to other participants in the same industry; (vi) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster or act of God, any epidemic or pandemic (including the COVID-19 pandemic) and any other force majeure event to the extent that such event does not have a materially disproportionate impact on SpringBig and its subsidiaries, taken as a whole, as compared to other participants in the same industry; (vii) the compliance with the express terms of the merger agreement or (viii) in and of itself, the failure of SpringBig and its subsidiaries, taken as a whole, to meet any projections, forecasts or budgets or estimates of revenues, earnings or other financial metrics for any period beginning on or after the date of the merger agreement; provided, that this clause (viii) shall not prevent a determination that any change or effect underlying such failure to meet projections, forecasts or budgets has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a material adverse effect. 105 Conditions to Closing of the Business Combination Conditions to Obligations of the Tuatara Parties and SpringBig to Consummate the Business Combination The obligations of the Tuatara parties and SpringBig to consummate, or cause to be consummated, the business combination are subject to the satisfaction of the following conditions, any one or more of which may be waived (if permitted by applicable law) in writing by all of such parties: all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or been terminated; the shares of common stock contemplated to be listed pursuant to the merger agreement must have been listed on Nasdaq and shall be eligible for continued listing on Nasdaq immediately following the closing (as if it were a new initial listing by an issuer that had never been listed prior to closing); there must not be in force any applicable law or governmental order enjoining, prohibiting, making illegal or preventing the consummation of the business combination; the approval of the Transaction Proposals (other than the Adjournment Proposal, the Articles Amendment Proposal and the Notes and Warrants Proposal) by Tuatara’s shareholders pursuant to this proxy statement/prospectus must have been obtained; the approval of the shareholders of SpringBig holding SpringBig common and preferred stock (the “SpringBig shareholders”) must have been obtained; the registration statement must have become effective in accordance with the Securities Act, no stop order has been issued by the SEC with respect to the registration statement and no action seeking such stop order has been threatened or initiated; if the Articles Amendment Proposal does not pass, Tuatara must have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after Tuatara’s shareholders have exercised their right to redeem their shares in connection with the closing; the domestication must have been consummated; and SpringBig must have delivered the financial statements required for the Form 8-K filing required upon the consummation of the Business Combination. Conditions to Obligations of the Tuatara Parties to Consummate the Business Combination The obligations of the Tuatara parties to consummate, or cause to be consummated, the business combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Tuatara parties: the representations and warranties of SpringBig set forth in the merger agreement (without giving effect to any materiality or “material adverse effect” or similar qualification therein), other than representations and warranties related to corporate organization of SpringBig and its subsidiaries, due authorization to enter the merger agreement and related documentation, capitalization of SpringBig and its subsidiaries, brokers’ fees and no occurrence of a material adverse effect, must be true and correct as of the date of the merger agreement and as of the closing date, as if made anew at and as of such time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties must be true and correct at and as of such date, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; the representations and warranties of SpringBig set forth in the merger agreement related to no occurrence of a material adverse effect must have been true and correct as of the date of the merger agreement and as of the closing, as if made anew at and as of that time; the representations and warranties of SpringBig set forth in the merger agreement related to corporate organization of SpringBig and its subsidiaries, due authorization to enter the merger agreement and related documentation, capitalization of SpringBig and its subsidiaries and brokers’ fees (without giving effect to any materiality or “material adverse effect” or similar qualifications therein), must have been true and correct in all respects except for de minimis inaccuracies as of the date of the merger agreement and as of 106 the closing, as if made anew at and as of that time (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty must have been true and correct in all respects except for de minimis inaccuracies as of such earlier date); each of the covenants of SpringBig to be performed as of or prior to the date of closing must have been performed in all material respects; from the date of the merger agreement there must have not occurred a material adverse effect; and Tuatara must have received (i) the amended and restated registration rights agreement and (ii) a certificate signed by an authorized officer of SpringBig, dated as of the date of the closing, certifying that the conditions describe above have been satisfied. Conditions to Obligations of SpringBig to Consummate the Business Combination The obligation of SpringBig to consummate the business combination is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by SpringBig: each of the representations and warranties of the Tuatara parties set forth in the merger agreement (without giving effect to any materiality or “material adverse effect” or similar qualifications therein), other than the representations and warranties set forth in the corporate organization of the Tuatara parties, due authorization to enter the merger agreement and related documentation, capitalization of the Tuatara parties, brokers’ fees and no occurrence of a material adverse effect, must be true and correct as of the date of the merger agreement and as of the date of closing, as if made anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect; the representations and warranties of the Tuatara parties contained in the no occurrence of a material adverse effect representation have been true and correct as of the date of the merger agreement and as of the closing date, as if made anew at and as of that time; each of the representations and warranties of the Tuatara parties set forth in the merger agreement related to corporate organization of the Tuatara parties, due authorization to enter the merger agreement and related documentation, capitalization of the Tuatara parties and brokers’ fees (without giving effect to any materiality or “material adverse effect” or similar qualifications therein), must have been true and correct in all respects except for de minimis inaccuracies as of the date of the merger agreement and as of closing date, as if made anew at and as of that time (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty shall be true and correct in all respects except for de minimis inaccuracies as of such earlier date); each of the covenants of the Tuatara parties to be performed as of or prior to the closing must have been performed in all material respects; from the date of the merger agreement there must not have been a material adverse effect; and SpringBig must have received the amended and restated registration rights agreement and (ii) a certificate signed by an officer of New SpringBig, dated the date of closing, certifying that the conditions described in the preceding conditions set forth above have been fulfilled. Representations and Warranties Under the merger agreement, the Tuatara parties made customary representations and warranties relating to: corporate organization; due authorization; no conflict; litigation and proceedings; governmental authorities and consents; capitalization; undisclosed liabilities; Tuatara SEC documents and controls; Nasdaq listing; registration statement and proxy statement; brokers’ fees; trust account; compliance with laws and permits; absence of certain changes; employees and employee benefits plans; properties; contracts; affiliate transactions; taxes; certain business practices and anti-corruption; PIPE investment; independent investigation; and no additional representations and warranties and no outside reliance. Under the merger agreement, SpringBig made customary representations and warranties relating to: corporate organization of SpringBig; subsidiaries; due authorization; no conflict; governmental authorizations and consents; 107 capitalization; financial statements; undisclosed liabilities; litigation and proceedings; compliance with laws and permits; contracts and no defaults; company benefit plans; labor matters; taxes; brokers’ fees; insurance; real property and assets; environmental matters; absence of changes; affiliate transactions; intellectual property; data privacy and security; customers and vendors; certain business practices and anti-corruption; registration statement and proxy statement; and no additional representations and warranties and no outside reliance. Covenants of the Parties Covenants of SpringBig SpringBig made certain covenants under the merger agreement, including, among others, the following, subject to certain exceptions and limitations: From the date of the merger agreement until the earlier of the closing date, SpringBig will, and will cause its subsidiaries to, except as expressly required by the merger agreement, as consented to by Tuatara in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as required by law, use commercially reasonable efforts to operate its business only in the ordinary course of business, as defined in the merger agreement, including using reasonable best efforts to (i) preserve the business of SpringBig, (ii) maintain the services of its officers and key employees, (iii) make payments of accounts payable and conduct collection of accounts receivable in the ordinary course of business, (iv) timely pay all material taxes that become due and payable and (v) maintain the existing business relationships of SpringBig. Without limiting the generality of the foregoing, except as otherwise agreed to by SpringBig and Tuatara, as required by law (including any laws in connection with or in response to COVID-19) or as consented to by Tuatara, in writing, during the period from executing the merger agreement until the consummation of the business combination, SpringBig shall not, and SpringBig shall cause its Subsidiaries not to: change, amend or propose to amend the certificate of incorporation, bylaws, or other organizational documents of SpringBig or any of its subsidiaries (other than pursuant to the merger agreement); directly or indirectly adjust, split, combine, subdivide, issue, pledge, deliver, award, grant redeem, purchase or otherwise acquire or sell, or authorize or propose the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any equity interests of SpringBig, or the equity interests of any of its subsidiaries, any securities convertible into or exercisable or exchangeable for any such equity interests, or any rights, warrants or options to acquire, any such equity interests or any phantom stock, phantom stock rights, stock appreciation rights or stock-based performance units other than (i) grants of stock options or restricted stock units under SpringBig’s equity incentive plan, in the ordinary course of business, to newly hired employees and (ii) issuances of SpringBig common stock upon the exercise of SpringBig options, in each case, that were outstanding on the date of the merger agreement; make or declare any dividend or distribution (whether in the form of cash or other property) that would cause SpringBig to incur any indebtedness; other than in the ordinary course of business, (i) modify, voluntarily terminate, permit to lapse, waive, or fail to enforce any material right or remedy under any significant contract, (ii) materially amend, extend or renew any significant contract or (iii) enter into any significant contract; except as required by the terms of the benefit plans of SpringBig in effect on the date of the merger agreement and as made available to the Tuatara parties (the “SpringBig benefit plans”), (i) grant any severance, retention or termination pay to, or enter into or amend any severance, retention, termination, employment, consulting, bonus, change in control or severance agreement with, any current or former director, officer, employee or individual independent contractor of SpringBig or any of its subsidiaries (each a “service provider”) other than severance granted in the ordinary course of business to service providers, (ii) increase the compensation or benefits provided to any current or former service provider (other than increases in base compensation of not more than 25% to any individual employee in the ordinary course of business (and any corresponding increases to bonus compensation to the extent such bonus compensation reflected as a percentage of base compensation)), (iii) grant any equity or equity-based awards to, or discretionarily accelerate the vesting or payment of any such awards held by, any current or former service provider other than 108 grants of stock options or restricted stock units in the ordinary course of business to newly hired employees or as expressly contemplated by the merger agreement and the transactions contemplated by the merger agreement, (iv) establish, adopt, enter into, amend or terminate any SpringBig benefit plan or labor contract or (v) (x) hire any employees with an annual cash compensation of over $200,000 other than to (A) fill vacancies arising due to terminations of employment of employees or (B) fill an open position listed on the Schedules or (y) terminate the employment of any employees other than for cause or in the ordinary course of business in accordance with past practices; acquire (whether by merger or consolidation or the purchase of a substantial portion of the equity in or assets of or otherwise) any other person; (i) repurchase, prepay, redeem or incur, create, assume or otherwise become liable for indebtedness of over $1,000,000 in the aggregate, including by way of a guarantee or an issuance or sale of debt securities, or issue or sell options, warrants, calls or other rights to acquire any debt securities of SpringBig or any of its subsidiaries, enter into any “keep well” or other contract to maintain any financial statement or similar condition of another person, or enter into any arrangement having the economic effect of any of the foregoing, (ii) make any loans, advances or capital contributions to, or investments in, any other person other than another direct or indirect wholly owned subsidiary of SpringBig, (iii) cancel or forgive any debts or other amounts owed to SpringBig or any of its subsidiaries or (iv) commit to do any of the foregoing; make any payment to (a) a SpringBig equity holder, (b) a former or current director, officer, manager, indirect or direct equityholder, optionholder or member of SpringBig or any of its subsidiaries or (c) any affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act), of any person described in the foregoing clause (a) or (b), in each case, other than SpringBig or any of its subsidiaries, other than (i) compensation to employees and service providers of SpringBig or any of its subsidiaries in the ordinary course of business in accordance with the merger agreement or (ii) distributions and dividends allowed pursuant to the merger agreement; (i) make (other than routine or recurring income tax elections made in the ordinary course consistent with past practice) or change any material tax election, (ii) take or fail to take any action that would reasonably be expected to prevent, impair or impede the intended tax treatment, (iii) adopt or change any material tax accounting method, (iv) settle or compromise any material tax liability, (v) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign tax law), (vi) file any amended material tax return, (vii) consent to any extension or waiver of the statute of limitations regarding any material amount of taxes or (viii) settle or consent to any claim or assessment relating to any material amount of taxes; except for non-exclusive licenses granted in the ordinary course of business, assign, transfer, license, abandon, sell, lease, sublicense, modify, terminate, permit to lapse, create or incur any lien (other than a permitted lien, as defined in the merger agreement) on, or otherwise fail to take any action necessary to maintain, enforce or protect any intellectual property owned (or purported to be owned) by SpringBig or any of its subsidiaries (“owned intellectual property”); (i) commence, discharge, settle, compromise, satisfy or consent to any entry of any judgment with respect to any pending or threatened action that would reasonably be expected to (A) result in any material restriction on SpringBig or any of its subsidiaries, (B) result in a payment of greater than $100,000 individually or $200,000 in the aggregate or (C) involve any equitable remedies or admission of wrongdoing, or (ii) other than in the ordinary course of business, waive, release or assign any claims or rights of SpringBig and any of its subsidiaries; sell, lease, license, sublicense, exchange, mortgage, pledge, create any liens (other than permitted liens) on, transfer or otherwise dispose of, or agree to sell, lease, license, sublicense, exchange, mortgage, pledge, transfer or otherwise create any liens (other than permitted liens) on or dispose of, any tangible or intangible assets, properties, securities, or interests of SpringBig or any of its subsidiaries that are worth more than $250,000 (individually or in the aggregate) other than non-exclusive licenses of owned intellectual property granted in the ordinary course of business; 109 merge or consolidate itself or any of its subsidiaries with any person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of, SpringBig or any of its subsidiaries; make any change in financial accounting methods, principles or practices of SpringBig and its subsidiaries, except insofar as may have been required by a change in GAAP or law or to obtain compliance with U.S. Public Company Accounting Oversight Board auditing standards; permit any insurance policies listed on the Schedules to be canceled or terminated without using commercially reasonable efforts to prevent such cancellation or termination, other than if, in connection with such cancellation or termination, a replacement policy having comparable deductions and providing coverage substantially similar to the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect; change, in any material respect, (i) the cash management practices of SpringBig and its subsidiaries or (ii) the policies, practices and procedures of SpringBig and its subsidiaries with respect to collection of accounts receivable and establishment of reserves for uncollectible accounts; make any commitments for capital expenditures or incur any liabilities by SpringBig or any of its subsidiaries in respect of capital expenditures, in either case that individually exceed $100,000 or in the aggregate exceed $200,000; or materially amend, modify or terminate any material permits, licenses, certificates of authority, authorizations, approvals, registrations, clearances, orders, variances, exceptions or exemptions and other similar consents issued by or obtained from a governmental authority (“permits”), other than routine renewals, or fail to maintain or timely obtain any permit that is material to the ongoing operations of SpringBig and its subsidiaries. SpringBig will take all actions necessary to cause the affiliate transactions as set forth in the schedules to the merger agreement to be terminated without any further force and effect, and there will be no further obligations or continuing liabilities of any of the relevant parties thereunder or in connection therewith following the closing. Prior to the closing, SpringBig will deliver to Tuatara written evidence reasonably satisfactory to Tuatara of such termination. SpringBig will take all actions necessary or advisable to obtain the approval of the SpringBig equity holders as promptly as practicable, and in any event within two (2) business days, following the date that Tuatara receives, and notifies SpringBig of Tuatara’s receipt of, SEC approval and effectiveness of the registration statement or proxy statement/prospectus. Promptly following receipt of the approval of the SpringBig equity holders, SpringBig will deliver a copy of the applicable written consents to Tuatara. Covenants of Tuatara Tuatara made certain covenants under the merger agreement, including, among others, the following, subject to certain exceptions and limitations: From the date of the merger agreement until the closing date, except as set forth in the schedules to the merger agreement, as contemplated by the merger agreement, as required by law or as consented to by SpringBig in writing, Tuatara will not, and Tuatara will cause the other Tuatara parties not to: change, amend or propose to amend (i) the existing organizational documents or the certificate of incorporation, bylaws or other organizational documents of any Tuatara party or (ii) the trust agreement or any other agreement related to the trust agreement; adjust, split, combine, subdivide, issue, pledge, deliver, award, grant redeem, purchase or otherwise acquire or sell, or authorize the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any shares of capital stock of any Tuatara party, other than (i) in connection with the exercise of any warrants outstanding on the date of the merger agreement, (ii) any redemption made in connection with the redemption rights of the Tuatara shareholders, (iii) in connection with any private placement of securities conducted by Tuatara after the date of the merger agreement or (iv) as otherwise required by the existing organizational documents in order to consummate the transactions contemplated hereby; 110 merge or consolidate itself with any person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Tuatara (other than pursuant to the merger agreement); (i) make or change any material tax election (other than routine or recurring income tax elections made in the ordinary course consistent with past practice), (ii) take or fail to take any action that would reasonably be expected to prevent, impair or impede the intended tax treatment, (iii) adopt or change any material tax accounting method, (iv) settle or compromise any material tax liability, (v) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign tax law), (vi) file any amended material tax return, (vii) consent to any extension or waiver of the statute of limitations regarding any material amount of taxes, or (viii) settle or consent to any claim or assessment relating to taxes; incur any indebtedness for borrowed money; cause Merger Sub to engage in business activities or conduct operations, incur any liability or other obligation, or cause Merger Sub to directly or indirectly issue any equity securities (other than to Tuatara); acquire or make an investment in any business pursuant to a definitive agreement (provided this restriction shall not restrict the entering into of any non-binding letters of intent or similar agreements); other than as contemplated under the merger agreement, enter into or terminate (other than expiration in accordance with its terms) any contract with sponsor, any affiliate of sponsor or other affiliate of Tuatara, or modify or amend or renew (other than renewal in accordance with its terms and in the ordinary course), or waive any material right or remedy under, any material contract with sponsor, any affiliate of sponsor or other affiliate of Tuatara; or enter into any agreement to do any prohibited action listed above. From the date of the merger agreement through the closing, Tuatara will ensure that Tuatara remains listed as a public company, and that its ordinary shares remain listed, on Nasdaq. Tuatara shall use reasonable best efforts to ensure that New SpringBig is listed as a public company, and that shares of common stock are listed on Nasdaq as of the effective time. Unless otherwise approved in writing by SpringBig, Tuatara will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the subscription agreements in any manner other than to reflect any permitted assignments or transfers of the subscription agreements by the applicable subscription investors pursuant to the subscription agreements. Tuatara will use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the subscription agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the subscription agreements to cause the subscription investors to pay to (or as directed by) Tuatara the applicable purchase price under each subscription investor’s applicable subscription agreement in accordance with its terms. Prior to the closing, the board of directors of Tuatara, or an appropriate committee thereof, will adopt a resolution consistent with the interpretive guidance of the SEC relating to Rule 16b-3(d) under the Exchange Act, such that the acquisition of shares of common stock pursuant to the merger agreement by any officer or director of SpringBig who is expected to become a “covered person” of Tuatara for purposes of Section 16 of the Exchange Act (“Section 16”) will be exempt acquisitions for purposes of Section 16. Following the Domestication and prior to the closing, Tuatara will issue to non-redeeming shareholders of Tuatara their respective pro rata share of the lesser of (x) the number of shares held by public shareholders that did not elect to redeem and (y) 1,000,000 shares of common stock. Joint Covenants The parties made certain covenants under the merger agreement, including, among others, the following, subject to certain exceptions and limitations: 111 The Tuatara parties agree that all rights held by each present and former director and officer of SpringBig and any of its subsidiaries to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time, whether asserted or claimed prior to, at, or after the effective time, provided in the respective certificate of incorporation, bylaws or other organizational documents of SpringBig or such subsidiary in effect on the date of the merger agreement will survive the business combination and will continue in full force and effect. Without limiting the foregoing, New SpringBig will cause SpringBig and each of its subsidiaries (i) to maintain for a period of not less than six (6) years from the effective time provisions in its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of SpringBig’s and its subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the certificate of formation, operating agreement and other organizational documents of SpringBig or such subsidiary, as applicable, in each case, as of the date of the merger agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those persons thereunder, in each case, except as required by law. SpringBig will cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the effective time. If any claim is asserted or made within such six (6) year period, the provisions of the joint indemnification and insurance covenant of the merger agreement will be continued in respect of such claim until the final disposition thereof. Notwithstanding anything contained in the merger agreement to the contrary, the joint indemnification and insurance covenant of the merger agreement will survive the consummation of the business combination indefinitely and will be binding, jointly and severally, on all successors and assigns of New SpringBig and SpringBig. In the event that New SpringBig or SpringBig or any of their respective successors or assigns consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of New SpringBig or SpringBig, as the case may be, will succeed to the obligations set forth in the joint indemnification and insurance covenant of the merger agreement. New SpringBig will maintain customary D&O insurance on behalf of any person who is or was a director or officer of New SpringBig (at any time, including prior to the date hereof) against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not New SpringBig would have the power to indemnify such person against such liability under the provisions of the proposed organizational documents or Section 145 of the DGCL or any other provision of law. As promptly as reasonably practicable after the date of the merger agreement, Tuatara and SpringBig will prepare, and Tuatara will file with the SEC, (i) a proxy statement/prospectus in connection with the business combination to be filed as part of the registration statement and sent to the Tuatara shareholders relating to the Tuatara extraordinary general meeting for the purposes of the approval of the Transaction Proposals and (ii) the registration statement, in which the proxy statement will be included as a prospectus. Tuatara and SpringBig will use commercially reasonable efforts to cooperate, and cause their respective subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the proxy statement/prospectus and the registration statement. Tuatara will use its commercially reasonable efforts to cause the proxy statement/prospectus and the registration statement to comply with the rules and regulations promulgated by the SEC, to have the registration statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the registration statement effective as long as is necessary to consummate the business combination. Tuatara will as promptly as practicable notify SpringBig of any correspondence with the SEC relating to the proxy statement/prospectus, the receipt of any oral or written comments from the SEC relating to the proxy statement/prospectus, and any request by the SEC for any amendment to the proxy statement/prospectus or for additional information. Tuatara will cooperate and provide SpringBig with a reasonable opportunity to review and comment on the proxy statement/prospectus (including each amendment or supplement thereto) and all responses to requests for additional information by and replies 112 to comments of the SEC and give due consideration to all comments reasonably proposed by SpringBig in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the parties will provide each other with copies of all such filings made and correspondence with the SEC. Tuatara will use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the business combination, and SpringBig will promptly furnish all information concerning SpringBig as may be reasonably requested in connection with any such action. Each of Tuatara and SpringBig will use reasonable best efforts to promptly furnish to each other party all information concerning itself, its subsidiaries, officers, directors, managers, members and shareholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the proxy statement/prospectus, the registration statement or any other statement, filing, notice or application made by or on behalf of Tuatara and SpringBig or their respective subsidiaries, as applicable, to the SEC or Nasdaq in connection with the business combination (including any amendment or supplement to the proxy statement/prospectus or the registration statement) (collectively, the “offer documents”). Tuatara will advise SpringBig, promptly after Tuatara receives notice thereof, of the time when the registration statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the ordinary shares or common stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the proxy statement/prospectus, the registration statement or the other offer documents or for additional information. Without limiting the generality of the bullet immediately above, SpringBig will promptly furnish to Tuatara for inclusion in the proxy statement/prospectus and the registration statement, (i) with respect to the audited consolidated balance sheets and statements of operations, members’ equity and cash flows of SpringBig and its subsidiaries as of and for the years ended December 31, 2020 and December 31, 2019, together with the auditor’s reports (the “audited financial statements”), and consents to use such financial statements and reports, (ii) unaudited financial statements of SpringBig and its subsidiaries as of and for the nine months ended September 30, 2021 and September 30, 2020 prepared in accordance with GAAP and Regulation S-X and reviewed by SpringBig’s independent auditor in accordance with U.S. Public Company Accounting Oversight Board Auditing Standard 4105 and (iii) if the registration statement has not been declared effective prior to February 14, 2022, audited financial statements of SpringBig and its subsidiaries as of and for the year ended December 31, 2021, prepared in accordance with GAAP and Regulation S-X and audited by SpringBig’s independent auditor. Each of Tuatara, SpringBig will use commercially reasonable efforts to ensure that none of the information related to it or any of its affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either proxy statement/prospectus will, as of the date it is first mailed to the Tuatara shareholders, or at the time of the Tuatara shareholders’ extraordinary general meeting, or (ii) the registration statement will, at the time the registration statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the effective time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the effective time, any information relating to Tuatara, SpringBig or any of their respective subsidiaries, affiliates, directors or officers, as applicable, or the SpringBig equity holders is discovered by any of Tuatara or SpringBig and is required to be set forth in an amendment or supplement to either proxy statement/prospectus or the registration statement, so that such proxy statement/prospectus or the registration statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information will promptly notify the other parties and an appropriate amendment or supplement describing such information will, subject to the terms of the merger agreement, be promptly filed by Tuatara with the SEC and, to the extent required by law, disseminated to the Tuatara shareholders. Tuatara will take, in accordance with applicable law, Nasdaq rules, and the existing organizational documents, all action necessary to call, hold and convene the extraordinary general meeting of Tuatara shareholders to consider and vote upon the Transaction Proposals and to provide the shareholders with the 113 opportunity to effect a Tuatara share redemption in connection therewith as promptly as reasonably practicable after the date that the registration statement is declared effective under the Securities Act. Tuatara will, through the board of directors of Tuatara, recommend to its shareholders (including in the proxy statement/prospectus) and solicit approval of (i) the adoption and approval of the merger agreement and the transactions contemplated by the merger agreement, including the business combination, (ii) the domestication, (iii) in connection with the domestication, the amendment of the existing organizational documents and approval of the proposed organizational documents, (iv) the issuance of common stock in connection with the business combination and the PIPE subscription financing, (v) the adoption of the incentive plan (as defined below), (vi) the election of the directors constituting the board of directors of New SpringBig, (vii) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the proxy statement, the registration statement or correspondence related thereto, (viii) the adoption and approval of any other proposals as reasonably agreed by Tuatara and SpringBig to be necessary or appropriate in connection with the business combination and (ix) adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing. Notwithstanding anything to the contrary contained in the merger agreement, once the extraordinary general meeting to consider and vote upon the Transaction Proposals has been called and noticed, Tuatara will not postpone or adjourn the extraordinary general meeting without the consent of SpringBig, other than (i) for the absence of a quorum, in which event Tuatara will postpone the meeting up to three (3) times for up to ten (10) business days each time, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Tuatara has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable law, and for such supplemental or amended disclosure to be disseminated to and reviewed by the Tuatara shareholders prior to the extraordinary general meeting, or (iii) a one-time postponement of up to ten (10) business days to solicit additional proxies from Tuatara shareholders to the extent Tuatara has determined that such postponement is reasonably necessary to obtain the approval of the Transaction Proposals. The parties will take all necessary action to cause the board of directors of New SpringBig as of immediately following the closing to consist of seven (7) directors, of whom (i) one (1) individual will be designated by Tuatara, (ii) four (4) individuals will be designated by SpringBig no later than fourteen (14) days prior to the effectiveness of the registration statement, and (iii) two (2) individuals will be independent directors acceptable to SpringBig and Tuatara. Tuatara shall also be entitled to appoint one non-voting observer to the New SpringBig Board. Upon satisfaction or waiver of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the trustee (which notice Tuatara will provide to the trustee in accordance with the terms of the trust agreement), in accordance with, subject to and pursuant to the trust agreement and the existing organizational documents, (a) at the closing, (i) Tuatara will cause the documents, opinions and notices required to be delivered to the trustee pursuant to the trust agreement to be so delivered, and (ii) will cause the trustee to (A) pay as and when due all amounts payable for Tuatara share redemptions and (B) pay all amounts then available in the trust account in accordance with the merger agreement and the trust agreement and (b) thereafter, the trust account will terminate, except as otherwise provided therein. Tuatara and SpringBig will mutually agree upon and issue a press release announcing the effectiveness of the merger agreement. Tuatara and SpringBig will cooperate in good faith with respect to the prompt preparation of, and, as promptly as practicable after the effective date of the merger agreement (but in any event within four (4) business days thereafter), Tuatara will file with the SEC, a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of the merger agreement as of its effective date. Prior to closing, Tuatara and SpringBig will mutually agree upon and prepare the closing press release announcing the consummation of the transactions contemplated by the merger agreement. Concurrently with or promptly after the closing, Tuatara will issue such closing press release. Tuatara and SpringBig will cooperate in good faith with respect to the preparation of, and, at least five (5) days prior to the closing, Tuatara will prepare a draft Form 8-K announcing the closing, together with, or incorporating by reference, 114 the required pro forma financial statements and the historical financial statements prepared by SpringBig and its accountant. Concurrently with the closing, or as soon as practicable (but in any event within four (4) business days) thereafter, New SpringBig will file such 8-K with the SEC. Prior to the effectiveness of the registration statement, Tuatara will approve, and subject to approval of the shareholders of Tuatara, adopt, a long-term incentive plan that provides for grant of awards to employees and other service providers of New SpringBig and its subsidiaries, with a total pool of awards of Class A ordinary shares not exceeding five percent (5%) of the aggregate number of the sum of (i) common stock outstanding at closing and (ii) securities convertible into common stock, in the form set forth as an annex to the merger agreement (the “incentive plan”). During the time period from the date of the merger agreement until the closing date, none of Tuatara or Merger Sub, on the one hand, or SpringBig and its subsidiaries, on the other hand, will, nor will they authorize or permit their respective representatives to, directly or indirectly (i) take any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any person concerning, or which would reasonably be expected to lead to, an acquisition transaction, as defined in the merger agreement, (ii) in the case of Tuatara, fail to include the recommendation of the board of directors in (or remove from) the registration statement, (iii) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other party, the approval of such party’s governing body of the merger agreement and/or any of the transactions contemplated thereby, or, in the case of Tuatara, the recommendation of the board of directors, unless, in the case of clauses (ii) and (iii), following a material adverse event not known or reasonably foreseeable by Tuatara as of the date of the merger agreement, the board of directors of Tuatara concludes, in good faith and after consultation with outside legal advisors and capital markets advisors, that a failure to change the recommendation of the board of directors of Tuatara would breach its fiduciary duties (such determination with respect to clauses (b) and (c), a “Tuatara Change in Board Recommendation”); provided that, the board of directors of Tuatara (i) shall provide five (5) business days’ prior written notice of its intent to change its recommendation, (ii) if requested by SpringBig, shall negotiate in good faith regarding any adjustments to terms and conditions of the merger agreement proposed by SpringBig as would enable Tuatara to proceed with the recommendation of the board of directors of Tuatara and not make such Tuatara Change in Board Recommendation and (iii) shall only make a Tuatara Change in Board Recommendation after taking into consideration such adjustments proposed by SpringBig prior to the end of the five (5) business day period. Promptly upon receipt of an unsolicited proposal regarding an acquisition transaction, each of the Tuatara parties and SpringBig will notify the other party thereof, which notice will include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the parties may respond to any unsolicited proposal regarding an acquisition transaction only by indicating that such party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such party or any of its subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an acquisition transaction. Fees and Expenses Subject to certain exceptions set forth below, each party to the merger agreement will bear its own expenses in connection with the merger agreement and the transactions contemplated therein whether or not such transactions are consummated, including all fees of its legal counsel, financial advisers and accountants. All the costs incurred in connection with obtaining the consents of governmental authorities and the expiration or termination of all applicable waiting periods under applicable antitrust laws, including HSR Act filing fees and any filing fees in connection with any other antitrust law, and any fees associated with obtaining approval for listing the common stock issued pursuant to the merger agreement on Nasdaq, will be paid 50% by SpringBig and 50% by Tuatara. Further, if the transactions contemplated in the merger agreement are consummated, New SpringBig shall pay or cause to be paid all costs and expenses (including fees and expenses of counsel, auditors and financial and other advisors) incurred by SpringBig, its subsidiaries, Tuatara and the Merger Sub in connection with the merger agreement and the transactions contemplated by the merger agreement and Tuatara in connection with its initial public offering and Tuatara or Merger Sub’s pre-closing operations. 115 Survival of Representations, Warranties and Covenants None of the representations, warranties, covenants and agreements in the merger agreement or in any instrument, document or certificate delivered pursuant to the merger agreement will survive the effective time, except for (i) those covenants or agreements contained therein which by their terms expressly apply in whole or in part after the effective time and then only to such extent such covenants and agreements have been fully performed, (ii) any covenants and agreements that survive in accordance with the terms of the merger agreement and (ii) any claim based upon fraud (as defined by the merger agreement). Termination The merger agreement may be terminated and the transactions contemplated thereby may be abandoned prior to the closing: by the written consent of SpringBig and Tuatara; by written notice to SpringBig from Tuatara, if: (i) there is any breach of any representation, warranty, covenant or agreement on the part of SpringBig set forth in the merger agreement, such that any condition to closing of the Tuatara parties related to the accuracy of such representations and warranties or performance of such covenants would not be satisfied at the closing (a “terminating SpringBig breach”), except that, if such terminating SpringBig breach is curable by SpringBig, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date Tuatara provides written notice of such violation or breach and the termination date) after receipt by SpringBig of notice from Tuatara of such breach, but only as long as SpringBig continues to use its reasonable best efforts to cure such terminating SpringBig breach, such termination will not be effective, and such termination will become effective only if the terminating SpringBig breach is not cured within such cure period; (ii) the closing has not occurred on or before July 8, 2022; (iii) the consummation of the business combination is permanently enjoined, prohibited, deemed illegal or prevented by the terms of a final, non-appealable governmental order; or (iv) Nasdaq rejects the listing of the common stock to be issued pursuant to the merger agreement, and such rejection is final and non-appealable; provided, that the right to terminate the merger agreement under subsection (ii) of this bullet will not be available if any of the Tuatara parties is in breach of the merger agreement and such breach is the primary cause of the failure of any condition to closing of SpringBig, related to the accuracy of its representations and warranties or performance of its covenants, to be satisfied as of the termination date; by written notice to Tuatara from SpringBig, if: (i) there is any breach of any representation, warranty, covenant or agreement on the part of the Tuatara parties set forth in the merger agreement, such that any condition to closing of SpringBig related to the accuracy of such representations and warranties or performance of such covenants would not be satisfied at the closing (a “terminating Tuatara breach”), except that, if any such terminating Tuatara breach is curable by Tuatara, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date Tuatara provides written notice of such violation or breach and the termination date) after receipt by Tuatara of notice from SpringBig of such breach, but only as long as Tuatara continues to exercise such reasonable best efforts to cure such terminating Tuatara breach, such termination will not be effective, and such termination will become effective only if the terminating Tuatara breach is not cured within such cure period; (ii) the closing has not occurred on or before the termination date; (iii) the consummation of the business combination is permanently enjoined, prohibited, deemed illegal or prevented by the terms of a final, non-appealable governmental order; or (iv) Nasdaq rejects the listing of the common stock to be issued pursuant to the merger agreement, and such rejection is final and non-appealable; provided, that the right to terminate the merger agreement under subsection (ii) of this bullet will not be available if SpringBig is in breach of the merger agreement and such breach is the primary cause of the failure of the conditions to closing of the Tuatara parties, related to the accuracy of their representations and warranties or performance of their covenants, to be satisfied as of the termination date; or by written notice from either SpringBig or Tuatara to the other party if the approval of Tuatara’s shareholders is not obtained upon a vote duly taken thereon at the extraordinary general meeting (subject to any permitted adjournment or postponement of the extraordinary general meeting). 116 Amendments The merger agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the parties to the merger agreement. Dissenting Shares Shares held by SpringBig shareholders who have perfected and not lost their right to demand appraisal of their shares in accordance with the procedures and requirements of Section 262 of the DGCL shall not be converted into the right to receive consideration at the closing or the earnout consideration, and such dissenting SpringBig shareholders shall instead be entitled only to the rights granted by Section 262 of the DGCL. Trust Account Waiver SpringBig has agreed that it will not have any right, title, interest or claim of any kind in or to any monies in Tuatara’s trust account held for its shareholders, and has agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom); provided, however, that the foregoing will not amend, limit, alter, change, supersede or otherwise modify the right of SpringBig to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief or (ii) bring or seek a claim for damages against Tuatara, or any of its successors or assigns, for any breach of the merger agreement (but such claim shall not be against the trust account or any funds distributed from the trust account to holders of Tuatara ordinary shares in accordance with Tuatara’s existing organizational documents and the trust agreement). Related Agreements This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the merger agreement or in connection with the business combination, which we refer to as the “Related Agreements,” but does not purport to describe all of the terms thereof. The Related Agreements are either attached as annexes to this proxy statement/prospectus or have previously been filed with the SEC on Tuatara’s Current Report on Form 8-K, filed with the SEC on November 9, 2021. Shareholders and other interested parties are urged to reach such Related Agreements in their entirety. Voting and Support Agreements Concurrently with the execution of the original merger agreement, certain SpringBig Class A equity holders entered into a voting and support agreement in favor of Tuatara and SpringBig and their respective successors. In the voting and support agreements, the SpringBig shareholders agreed to vote all of their SpringBig shares in SpringBig in favor of the merger agreement and related transactions and to take certain other actions in support of the merger agreement and related transactions. The SpringBig voting and support members also each agreed, with certain exceptions, to a lock-up for a period of 180 days after the closing with respect to any securities of New SpringBig that they receive as merger consideration under the merger agreement. In connection with the entry of the amended and restated merger agreement, Tuatara has partially waived the foregoing lock-up. Sponsor Letter Agreement Concurrently with the execution of the original merger agreement, our sponsor entered into the sponsor letter agreement with Tuatara and SpringBig pursuant to which our sponsor agreed to, among other things, (i) vote all of its Class B ordinary shares in favor of the business combination and related transactions and to take certain other actions in support of the merger agreement and related transactions and (ii) waive any adjustment to the conversion ratio set forth in Tuatara’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of Tuatara held by the sponsor; and in connection with the execution of the amended and restated merger agreement, the Sponsor has further agreed to forfeit 1,000,000 shares of common stock (“Sponsor Forfeited Shares”) in connection with the closing, in each case, on the terms and subject to the conditions set forth in the sponsor agreement. Our sponsor agreed that it will not transfer and, subject to the achievement of certain milestones, may be required to forfeit, any such deferred sponsor shares (in which case a corresponding number of deferred company units will be forfeited), subject to the terms of the sponsor letter agreement. Our sponsor also waived certain anti-dilution protection to which it would otherwise be entitled in connection with the PIPE subscription financing. 117 Tuatara and our sponsor had previously, in connection with the initial public offering, entered into the sponsor IPO letter agreement pursuant to which, among other things, our sponsor agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination; and (B) subsequent to our initial business combination, (x) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Sponsor Escrow Agreement Our sponsor, Tuatara and certain independent members of Tuatara’s board of directors will enter into an escrow agreement (“Sponsor Escrow Agreement”) at the time of the closing in a form and on terms and conditions reasonably acceptable to SpringBig, providing that, immediately following the closing, the sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of New SpringBig common stock (“Sponsor Earnout Shares”) into escrow. The Sponsor Escrow Agreement will provide that such Sponsor Earnout Shares will either be released to the sponsor if the closing price of the New SpringBig 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 Tuatara if such condition is not met at any time after the closing date and by the fifth anniversary of the closing date. Amended and Restated Registration Rights Agreement Currently, our sponsor has the benefit of registration rights with respect to our securities that it holds pursuant to a registration rights agreement entered into in connection with our initial public offering. In connection with closing of the business combination, our sponsor and the other investors will enter into an amended and restated registration rights agreement. As a result, our sponsor and the other investors will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to a maximum of three (3) such demand registrations for our sponsor and four (4) such demand registrations for the other investors thereto, in each case so long as such demand includes a number of registrable securities with a total offering price in excess of $10 million. Any such demand may be in the form of an underwritten offering, it being understood that we will not be able to conduct more than two underwritten offerings where the expected aggregate proceeds are less than $25 million but in excess of $10 million in any 12-month period. In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities in certain other registration statements filed by us subsequent to the consummation of the business combination. We have also agreed to file within 30 days of closing of the business combination a resale shelf registration statement covering the resale of the registrable securities subject to the amended and restated registration rights agreement. Finally, pursuant to the subscription agreements with the subscription investors, we have agreed that we will use our reasonable best efforts to: file within 30 days after the closing of the business combination a registration statement with the SEC for a secondary offering of shares of our common stock; cause such registration statement to be declared effective promptly thereafter, but in no event later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies Tuatara that it will “review” the registration statement) after closing and (ii) the 5th business day after the date Tuatara is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review, as the case may be; and maintain the effectiveness of such registration statement until the earliest of (A) the date on which the subscription investors cease to hold any shares of common stock issued pursuant to the subscription agreements, or (B) on the first date on which the subscription investors can sell all of their shares issues 118 pursuant to the subscription agreements (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or amount of such securities that may be sold. Tuatara will bear the cost of registering these securities. In connection with the execution of the original merger agreement, we entered into subscription agreements with certain subscription investors pursuant to which we have agreed to issue and sell to the subscription investors, in the aggregate, $13,100,000 of common stock of New SpringBig at a purchase price of $10.00 per share. The closing of the PIPE subscription financing will occur immediately prior to the closing, and is subject to customary closing conditions, including the satisfaction or waiver of the conditions set forth in the merger agreement; provided, however, that certain of the subscription investors that are existing shareholders of SpringBig entered into convertible notes with SpringBig for an aggregate principal sum of $7,000,000 (the “convertible notes”), which was funded on or around February 25, 2022. Pursuant to the terms of the convertible notes, on the closing of the business combination, the outstanding principal balance of the convertible notes will mature and will be satisfied by the issuance of 700,000 shares of common stock of New SpringBig issuable under the applicable PIPE subscription agreements. On April 29, 2022, Tuatara entered into a securities purchase agreement (the “Notes and Warrants Purchase Agreement”) to sell up to (i) a total of $22 million of 6% Senior Secured Original Issue Discount Convertible Notes due 2024 (the “Notes”) and (ii) a number of warrants equal to one-half of the principal of the Notes divided by the volume weighted average price (“VWAP”) on the trading day prior to the closing date of such sale (the “Warrants”) in a private placement with a certain institutional investor (the “Investor”). The Notes will be convertible at the option of the holders beginning at the earlier of (i) the date of effectiveness of the Resale Registration Statement covering the resales of the Company’s common stock underlying the Notes and Warrants or (ii) one year after the issuance of the closing dates of the first tranche of sales (as described below) at an initial conversion share price of $12.00 per share, bearing an interest rate of 6% per annum and commencing amortization after six months which may be settled in cash or shares of common stock, subject to certain conditions, at the option of the Company. Each Warrant will be exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share. The Notes and Warrants Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The Notes and Warrants will be sold in two tranches: the first tranche will be for a total of up to $17,000,000 (of which $11,000,000 is subscribed to as of the date hereof) of principal amount of Notes and the number of Warrants to be calculated pursuant to clause (ii) in the preceding paragraph in exchange for a total purchase price in cash of up to $15,454,545 (of which $10,000,000 is confirmed based on the subscriptions as of the date hereof); the second tranche will be for a total of $5,000,000 principal amount of Notes and the number of Warrants to be calculated pursuant to clause (ii) in the preceding paragraph in exchange for a total purchase price in cash of $4,545,454. The first tranche will close upon completion of the merger and satisfaction of the closing conditions in the Notes and Warrants Purchase Agreement and the second tranche shall close 60 days after the effective date of a resale registration statement covering the resale of the shares of the Company’s common stock underlying the Notes and the Warrants issued in the first tranche or at such time as is agreed between the Company and the Investor. New SpringBig and the Investor intend to enter into a registration rights agreement at the closing of the first tranche that will require New SpringBig to file a resale registration statement covering the resale of the shares of the Company’s common stock underlying the Notes and Warrants issued in each of the first tranche and second tranche, respectively, within twenty days of the closing of each such tranche. As of the date hereof, there is one existing institutional investor that has subscribed for a total of $16,000,000 principal amount of Notes, $5,000,000 of which is subject to meeting the conditions necessary to close the second tranche. There can be no guarantees that additional investors will subscribe for the remaining $6,000,000 principal amount of Notes and therefore New SpringBig may not receive the entire $22,000,000 principal amount of Notes under the Notes and Warrants Purchase Agreement. The Notes will be secured against substantially all the assets of New SpringBig, and each material subsidiary will guarantee the Notes. The Notes are subject to certain adjustments to the conversion price, including adjustments for (i) stock splits and combinations; (ii) dividends and distributions; (iii) reclassification, exchange or substitution; or (iv) dilutive issuances. Issuances of common stock under the Notes and Warrants Purchase Agreement are subject to a beneficial ownership “blocker” provision, preventing a conversion of Notes resulting in ownership in excess of 119 4.99% beneficial ownership of shares of New SpringBig’s common stock. The Notes also contain a number of restrictive covenants that may impose significant restrictions on obtaining future financings, including restrictions on New SpringBig’s ability to do any of the following while Notes remain outstanding: (i) incur additional indebtedness and guarantee indebtedness; (ii) incur liens; (iii) prepay, redeem, or repurchase certain other debt; (iv) pay dividends or make other distributions or repurchase or redeem its capital stock; and (v) sell assets. Such restrictions may be waived by consent of each noteholder. See “Risk Factors—Risks Related to SpringBig’s Business and Industry—The terms of the agreements governing our funding may restrict our operations.” The Notes are also subject to certain events of default, including: (i) failure to make payments of principal, interest or other sums due under the Notes; (ii) failure to observe or perform any other material covenant, condition or agreement under the terms of any transaction documents; (iii) default on payments of principal or interest on other indebtedness in excess of $600,000, or failure to observe or perform under other material agreements related to such indebtedness, resulting in acceleration of such indebtedness; (iv) public announcement of inability to comply with proper conversion requests; (v) once underlying shares are freely tradable, failure to instruct the transfer agent to remove restrictive legends within two trading days; (vi) failure to timely deliver shares upon conversion; (vii) failure to have required minimum shares authorized, reserved and available for issuance; (viii) any representation or warranty under the transaction documents is proven to have been materially false, incorrect or breached on the date it was made; (ix) application for, petition for, or issuance of notice for bankruptcy; (x) commencement of proceeding for liquidation, dissolution, or winding up, appointment of receiver, or other relief under bankruptcy or related laws; (xi) judgments in excess of $600,000; (xii) de-listing or failure to comply with requirements under Rule 144 (other than volume and manner of sale requirement); (xiii) common stock is no longer registered pursuant to a “going private transaction”; (xiv) existence of an SEC stop order on the trading of the common stock; (xv) failure to execute transfer agent instructions upon replacement of New SpringBig’s transfer agent; (xvi) entrance into a variable rate transaction without written consent of the existing Note holders; or (xvii) failure to pledge the equity interests of a newly formed subsidiary or otherwise guarantee the Notes within ten trading days of the formation of such subsidiary. Cantor Equity Financing Common Stock Purchase Agreement On April 29, 2022, Tuatara entered into the Common Stock Purchase Agreement with CF Principal Investments LLC related to the Facility. Pursuant to the Common Stock Purchase Agreement, New SpringBig has the right, after the closing of the merger, from time to time at its option to sell to CF Principal Investments LLC up to $50 million in aggregate gross purchase price of newly issued common stock after the closing of the business combination subject to certain conditions and limitations set forth in the Common Stock Purchase Agreement. While there are distinct differences, the Facility is structured similarly to a traditional at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis outside the context of a traditional underwritten follow-on offering. Sales of shares of New SpringBig’s common stock to CF Principal Investments LLC under the Common Stock Purchase Agreement, and the timing of any sales, will be determined by New SpringBig from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the common stock and determinations by New SpringBig regarding the use of proceeds of such common stock. The net proceeds from any sales under the Common Stock Purchase Agreement will depend on the frequency with, and prices at, which the shares of common stock are sold to CF Principal Investments LLC. New SpringBig expects to use the proceeds from any sales under the Common Stock Purchase Agreement for working capital and general corporate purposes. Upon the Commencement, including that a Cantor Resale Registration Statement is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, New SpringBig will have the right, but not the obligation, from time to time at its sole discretion until no later than the first day of the month next following the 36-month period from and after the date that the Cantor Resale Registration Statement is declared effective, to direct CF Principal Investments LLC to purchase up to a specified maximum amount of common stock as set forth in the Common Stock Purchase Agreement by delivering written notice to CF Principal Investments LLC prior to the commencement of trading on any trading day. The purchase price of the common stock that New SpringBig elects to sell to CF Principal Investments LLC pursuant to the Common Stock Purchase Agreement will be 97% of the VWAP of the common stock during the applicable purchase date on which New SpringBig has timely delivered written notice to CF Principal Investments LLC directing it to purchase common stock under the Common Stock Purchase Agreement. 120 In connection with the execution of the Common Stock Purchase Agreement, New SpringBig agreed to issue a number of shares of common stock equal to the quotient obtained by dividing (i) $1,500,000 and (ii) the VWAP over the five trading days immediately preceding the filing of the Cantor Resale Registration Statement to CF Principal Investments LLC as consideration for its irrevocable commitment to purchase the common stock upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement. In addition, pursuant to the Common Stock Purchase Agreement, New SpringBig has agreed to reimburse CF Principal Investments LLC for certain expenses incurred in connection with the Facility. Issuances of common stock under the Common Stock Purchase Agreement are subject to a beneficial ownership “blocker” provision, preventing issuances of common stock resulting in ownership in excess of 8% beneficial ownership of shares of common stock by CF Principal Investments LLC and its affiliates. The Common Stock Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the Common Stock Purchase Agreement were made only for the purposes of the Common Stock Purchase Agreement and as of specific dates, were solely for benefit of the parties to such agreement and are subject to certain important limitations. The use of the Facility is subject to certain conditions, including the effectiveness of the Cantor Resale Registration Statement. Therefore, funds from the $50 million gross purchase price will not be immediately available to New SpringBig upon the business combination, and there can be no assurances that such purchase price will ever become available. Although Tuatara and SpringBig cannot predict the number of shares of common stock that will actually be issued in connection with any sales under the Facility, it is possible that such issuances may result in large numbers of shares being sold. For example, if the Facility is used in its entirety for $50 million, the number of shares to be issued at each of $15.00 per share, $10.00 per share, or $5.00 per share would be 3.33 million shares, 5 million shares or 10 million shares, respectively. New SpringBig has the right to terminate the Common Stock Purchase Agreement at any time after the Commencement, at no cost or penalty upon 10 trading days’ prior written notice. Registration Rights Agreement On April 29, 2022, Tuatara entered into the Cantor Registration Rights Agreement with CF Principal Investments LLC related to the Facility. Pursuant to the Cantor Registration Rights Agreement, New SpringBig has agreed to provide CF Principal Investments LLC with certain registration rights with respect to the common stock issued in connection with the Common Stock Purchase Agreement and the Facility. New SpringBig has agreed to file the Cantor Resale Registration Statement within 30 days after the closing of the merger and shall use its commercially reasonable efforts to cause Cantor Resale Registration Statement declared effective by the SEC as soon as reasonably practicable, but no later than the fifth business day after the date that New SpringBig received notice from the SEC and the Financial Industry Regulatory Authority, Inc., that they will not review the Cantor Resale Registration Statement. 121 Background of the Business Combination Background of the Business Combination Tuatara is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The transactions contemplated by the merger agreement and related agreements, including the business combination and PIPE subscription financing, are a result of an extensive search for a potential transaction utilizing the network and investing, operational and transactional experience of Tuatara’s management team and board of directors. On February 17, 2021, Tuatara consummated its IPO of 20,000,000 units. Each unit consists of one Class A ordinary share and one-half of one public warrant. Each whole public warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000 (before underwriting discounts and commissions and offering expenses). Simultaneously with the consummation of our IPO and the sale of the units, we consummated a private placement of 6,000,000 warrants at a price of $1.00 per warrant, issued to our sponsor, generating total proceeds of $6,000,000. A total of $200,000,000 was placed in a trust account established for the benefit of our public shareholders. Prior to the consummation of the IPO, neither Tuatara, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Tuatara. As described in the prospectus for the IPO, Tuatara’s business strategy was to identify and complete our initial business combination with a target operating in the cannabis and related health and wellness industries that is compliant with all applicable laws and regulations within the jurisdictions in which it is located or operates. Tuatara intended to pursue opportunities across a number of verticals providing support to the cannabis industry with a particular focus on companies within the following sub-sectors: (i) research and testing; (ii) cultivation; (iii) processors; (iv) consumer products and brands; (v) retail operations; (vi) technology; and (vii) industrial services. Tuatara identified certain general, non-exclusive criteria and guidelines that it believed were important in evaluating prospective targets for our initial business combination. Tuatara broadly focused on target businesses that it believed could materially grow revenue and earnings both organically and inorganically through the efforts of its management team. These included targets that could benefit from access to capital in order to: (i) increase spending on strategic initiatives that are expected to generate favorable returns and which can accelerate revenue and earnings growth; (ii) invest in infrastructure or technology; or (iii) fundamentally restructure their business operations. Furthermore, Tuatara targeted companies that it believed possessed some or all of the following characteristics: market leadership by sales, geographic reach, or innovation, in the respective target sub-sectors; institutional-level operations and financial controls; established growth with a proven financial track record or demonstrated success of the business model; scalability; talented management team with integrity that seeks to increase its company’s growth trajectory and be innovators; and like-minded operators open to strategic resources and influence at the board level. After the IPO, Tuatara commenced an active search for prospective business combination candidates. Tuatara contacted, and was contacted by, a number of individuals and entities with respect to business combination opportunities. During this search process, Tuatara reviewed, and entered into preliminary discussions with respect to, a number of acquisition opportunities other than SpringBig. During that process, Tuatara’s management: developed an initial list of potential business combination candidates; potential business combination candidates were primarily identified through Tuatara’s general industry knowledge and network; considered and reviewed approximately ninety-seven (97) potential business combination candidates; 122 engaged in preliminary, high-level discussions of illustrative transaction structure to effect an initial business combination with twenty-six (26) potential business combination candidates, one of which was SpringBig; signed nondisclosure agreements with six (6) companies and received confidential information for evaluation, one of which was SpringBig; and submitted three (3) non-binding preliminary letters of intent to potential business combination candidates (one of which was SpringBig) but was unable to reach an agreement with two of them as to terms and valuation. In selecting the approximately twenty-six (26) potential business combination candidates that the Tuatara management team considered and conducted analyses of following development of the initial list of potential business combination candidates, Tuatara’s management team focused on identifying businesses with a combination of all or certain the following general attributes: a proven business model with consistent operational performance — Tuatara sought to identify a target business that has significant commercial traction, robust growth potential and has historically exhibited profitability or has a clear path towards profitability; a top-tier proven executive management team — Tuatara sought to identify a target business that has an experienced managerial group with a clear vision about how to grow their business based on a successful track record of achieving a relevant market position in their industry; exhibiting institutional-level operations and financial controls — Tuatara sought to identify a target business that has the underlying infrastructure and operations to build a public company platform; may benefit from access to the capital markets — Tuatara sought to identify a target business that may benefit from being, or has the potential to become, a public company with an increased public profile, enhanced corporate governance and increased access to a more diversified pool of capital; and exhibiting unrecognized value and desirable returns on capital — Tuatara sought to identify a target business that it believes had been undervalued by the marketplace based on Tuatara’s analysis and due diligence review. Based on the foregoing criteria, the Tuatara management team believed that twenty (20) target business candidates that had been identified were not appropriate business combination candidates for reasons that included, among others, such businesses’ organic and inorganic growth plans and opportunities, capital needs, readiness to be public companies, internal controls, corporate governance and valuation expectations. Accordingly, Tuatara’s management team proceeded to coordinate Tuatara’s entry into non-disclosure agreements with six (6) potential business combination candidates. Following the execution of such non-disclosure agreements, Tuatara received, subject to confidentiality obligations requiring Tuatara to keep such materials confidential, and Tuatara’s management team reviewed business plans, financial statements and projections and certain other due diligence information of such six target businesses. Tuatara’s management team focused on evaluating the following based on the materials received from such six (6) target businesses: certain sector-specific criteria, including the following: positive demand elasticity in relation to GDP growth, but with manageable volatility levels; low penetration levels with respect to the total market; high growth expectations as a result of competitive dynamics; capital needs to fund growth; positions to benefit from population growth trends in future years; and/or positions to benefit from the availability of discretionary income in the applicable target market(s); 123 have not achieved their maximum potential in stable industries or industries with sustained growth tendencies. Tuatara’s plan consisted of looking for companies which are compatible with Tuatara’s management team’s value creation experience, where improvement initiatives prior to Tuatara’s investment had been identified and follow-up processes are established to implement and optimize such initiatives; that have reached an inflection point and that may innovate with new products or services to enhance organic growth; that can achieve better financial performance through an acquisition to improve their growth profile; present recurrent business and financial opportunities to create value to shareholders; have expansion opportunities not yet exploited or implemented; the value of which has not been recognized within their industry or by the broad equity capital markets and has been identified by Tuatara’s industry/company analysis, with areas identified to complement this analysis being: opportunity to improve client quality and base; opportunity for generation of higher quality earnings; ability for operational improvements to reduce costs; ability to optimize capital structure; opportunity for corporate governance improvements; opportunity for accelerated growth via consolidation; opportunity for improvement in the terms and conditions of existing contracts; and opportunity for unidentified potential improvements in the industries, such as a greater level of integration in value chains (both in consumables or products of greater added value); that hold non-strategic businesses or assets that, with constant and defined access to the public markets and an adequate management team, may generate above average returns on invested capital greater; that are experiencing generational changes; that are experiencing shareholder conflicts; and that may offer attractive risk-adjusted returns for Tuatara’s shareholders. Following the Tuatara management team’s evaluation and analysis of the foregoing criteria, Tuatara’s management team decided to pursue further discussions with three (3) potential business combination candidates, one of which was SpringBig. Tuatara decided not to pursue further a potential transaction with the other potential business combination targets with which it engaged in discussions for a variety of factors, including weaknesses in projected financial performance, inability to reach an agreement on valuation, structuring challenges and mutual decisions to pursue potential alternative transactions. Tuatara sent non-binding letters of intent to two (2) other potential business combination candidates. Tuatara’s discussions with these potential business combination candidates ceased shortly thereafter based primarily on disagreements on valuation, as well as other factors, including expected sources and uses of capital in a potential business combination, expected timing required to reach a closing of a potential business combination and changes in general business and market conditions. The Tuatara management team presented the potential business combination with SpringBig to Tuatara’s board of directors for consideration. Following deliberations, Tuatara’s board of directors authorized Tuatara’s management team to proceed with continuing to evaluate and negotiating a potential business combination with SpringBig. On March 8, 2021, Sergey Sherman, the Chief Financial Officer of Tuatara, had an introductory call with one of SpringBig’s investors and learned that SpringBig was evaluating engagement of an investment banker 124 in order to assist SpringBig in evaluating strategic alternatives, including a potential transaction with a SPAC. Mr. Sherman indicated that cannabis technology was one of the focus areas for Tuatara and that Tuatara would welcome an opportunity to learn more. It was agreed that, once engaged by SpringBig, the investment bank would contact Tuatara. In March 2021, SpringBig engaged Jefferies LLC (“Jefferies”) to advise SpringBig. Following such engagement, Jefferies contacted a number of parties, including Tuatara on April 27, 2021. On April 28, 2021, Jefferies provided Tuatara with a teaser and a non-disclosure agreement and Tuatara and Jefferies, on behalf of SpringBig, had a preliminary discussion regarding potential business combination involving SpringBig. On May 1, 2021, Tuatara and SpringBig executed mutual non-disclosure agreement. Tuatara was then granted access to the SpringBig virtual data room. On May 4, 2021, Jefferies sent, on behalf of SpringBig, a transaction process letter to solicit bids from interested parties (including Tuatara) and requested indications of interest by May 18, 2021. On May 6, 2021, Tuatara had an initial call with Jeff Harris, the Chief Executive Officer of SpringBig, and Paul Sykes, the Chief Financial Officer of SpringBig. SpringBig management provided an overview of the company and the addressable market potential. Representatives of Tuatara provided background on Tuatara and its sponsor. Between May 6, 2021 and May 18, 2021, Tuatara conducted initial commercial and financial diligence of SpringBig, including conducting additional calls with management of SpringBig and representatives of Jefferies. On May 18, 2021, Tuatara management and board of directors discussed the transaction and agreed to submit a non-binding letter of intent to acquire SpringBig, which included the following principal terms: an enterprise value of SpringBig ranging from $300,000,000 to $350,000,000 (on a debt and cash free basis); an earnout of 6,000,000 shares in three equal tranches at $13, $17 and $21 per share during a twenty-four (24) month period; a private investment in public equity (“PIPE”) target of $75,000,000 in aggregate subscriptions; certain conditions to the consummation of the business combination, including shareholder approval and other customary matters, including the receipt of all applicable regulatory and stock exchange clearances; satisfactory completion of Tuatara’s ongoing due diligence; and negotiation of an acceptable acquisition agreement and other transaction documents. On May 25, 2021, representatives of Tuatara spoke to the SpringBig board of directors to answer questions regarding the proposed letter of intent and discuss the overall SPAC market and process. Over the next several days, representatives of Tuatara held additional discussions with representatives of Jefferies and eventually agreed to schedule a management meeting between Tuatara and SpringBig. Thereafter, Tuatara continued to progress its diligence with SpringBig in contemplation of the forthcoming management meetings. On June 22, 2021 and June 23, 2021, Tuatara management and SpringBig management met at SpringBig offices to conduct due diligence sessions. SpringBig hosted a dinner for the meeting attendees on June 22, 2021. On July 1, 2021, Tuatara management and certain members of its board of directors discussed: (i) the transaction and diligence to date; (ii) the current PIPE market and whether to proceed without a committed PIPE, given the size of SpringBig relative to the amount of cash in trust and operating cash needs of SpringBig; (iii) the option to try to combine SpringBig with another company and close on both simultaneously or (iv) the option to pause in pursuit of the SpringBig transaction. It was decided to continue with due diligence and to obtain additional market feedback as to the state of the PIPE market. Over the next several weeks, Tuatara continued to conduct its due diligence of SpringBig. It has also begun discussions with Cantor Fitzgerald & Co. (“Cantor”) and asked Cantor for an assessment of the SPAC capital markets, including assessment of transactions with or without a PIPE. On July 19, 2021, Tuatara management and certain members of its board of directors discussed the capital markets assessment received from Cantor. Cantor coordinated holding meetings with selected potential third party investors, subject to confidentiality restrictions, to 125 assist the Company in forming a view as to the potential interest in the transaction for this business combination, given overall market conditions. In addition, it was determined by Tuatara that any potential business combination transaction with SpringBig should not be conditioned on the availability of PIPE proceeds or a minimum cash condition. On July 20, 2021, Mr. Sherman and Albert Foreman, the Chief Executive Officer of Tuatara, discussed the proposed path forward with Jefferies. After further communications among Tuatara management and members of its board of directors, on July 26, 2021, Tuatara submitted a revised non-binding letter of intent to SpringBig, which included the following principal terms: an enterprise value of SpringBig equal to approximately $300,000,000 (on a debt- and cash-free basis); an earnout of 6,000,000 shares in three equal tranches of 2,000,000 shares each at $12, $15 and $18 per share during a twenty-four (24) month period; a sponsor earnout of 20% of sponsor shares at $12 per share during a twenty-four (24) month period; certain conditions to the consummation of the business combination, including shareholder approval and other customary matters, including the receipt of all applicable regulatory and stock exchange clearances; satisfactory completion of Tuatara’s ongoing due diligence; and negotiation of an acceptable acquisition agreement and other transaction documents. Over the next several days Mr. Sherman and Mr. Sykes discussed the terms of the letter of intent. The parties further agreed to conduct confidential meetings with select potential investors over the next several weeks and to assess their feedback. On August 2, 2021, Tuatara and SpringBig executed a revised letter of intent and entered mutual exclusivity for forty-five (45) days. The revised letter of intent included the following principal terms: an enterprise value of SpringBig equal to approximately $325,000,000 (on a debt and cash free basis); an earnout of 5,000,000 shares (50% at $12 per share; 25% at $15 per share; and 25% at $18 per share) during a thirty (30) month period; a sponsor earnout of 20% of sponsor shares at $12 per share during a thirty (30) month period; certain conditions to the consummation of the business combination, including shareholder approval and other customary matters, including the receipt of all applicable regulatory and stock exchange clearances; satisfactory completion of Tuatara’s ongoing due diligence; and negotiation of an acceptable acquisition agreement and other transaction documents. On August 12, 2021, Tuatara formally engaged Cantor as its capital markets advisor. Over the next several weeks, SpringBig, Tuatara, and their respective advisors drafted a presentation and conducted six (6) calls with potential investors. In the meantime, Tuatara continued its diligence of SpringBig. On September 13, 2021, representatives of Cantor presented feedback from investor meetings to Tuatara’s board of directors. After discussion, Tuatara’s board of directors determined to: (i) continue with the transaction and extend exclusivity for an additional forty-five (45) days; (ii) begin third-party financial, legal and technology diligence; and (iii) begin negotiations on the transaction agreement. Over the following weeks, Tuatara engaged advisers to conduct financial and technology diligence. On October 5, 2021 and October 6, 2021, Tuatara management and several board members conducted on-site diligence of SpringBig. SpringBig hosted a dinner on October 5, 2021 for Tuatara management and board members. On October 6, 2021, outside counsel to Tuatara, Davis Polk & Wardwell LLP (“Davis Polk”) provided an initial draft of the business combination agreement to outside counsel to SpringBig, Benesch, Friedlander, Coplan & Aronoff LLP (“Benesch”). On October 11, 2021, Tuatara management and board of directors discussed: (i) the diligence progress; (ii) SpringBig’s business and financial performance; and (iii) possibility of a PIPE from certain affiliates of SpringBig and Tuatara who have expressed interest in a PIPE investment. 126 On October 12, 2021, Tuatara management and several board members conducted on-site diligence of SpringBig. SpringBig hosted a dinner on October 12, 2021 for Tuatara management and board members. On October 18, 2021, Tuatara and SpringBig revised several terms of the transaction, which included the following principal terms: an enterprise value of SpringBig reduced from $325,000,000 to $300,000,000 (on a debt and cash free basis); an earnout increase from 5,000,000 shares to 9,000,000 shares, with vesting of 5,500,000 shares at $12 per share; 2,250,000 shares at $15 per share; and 1,250,000 shares at $18 per share; a sponsor earnout of 20% of sponsor shares at $12 per share; an increase in the earnout period from thirty (30) months to thirty-six (36) months for both SpringBig and the sponsor; certain conditions to the consummation of the business combination, including shareholder approval and other customary matters, including the receipt of all applicable regulatory and stock exchange clearances; satisfactory completion of Tuatara’s ongoing due diligence; and negotiation of an acceptable acquisition agreement and other transaction documents. The final proposal represented reduction of upfront value to SpringBig shareholders combined with an increase in a potential earnout for SpringBig shareholders, thereby resolving valuation issue while better aligning interests of SpringBig shareholders, including management of SpringBig, with interests of Tuatara shareholders. Over the next two weeks, Tuatara continued to finalize its diligence including conducting customer calls and continued negotiation of the merger and ancillary agreements. In addition, between October 14, 2021 and November 6, 2021 representatives of each of Tuatara, SpringBig, Davis Polk and Benesch met telephonically and exchanged numerous emails to finalize the remaining open items related to the merger agreement and various other agreements contemplated therein. Among key issues in the negotiations was treatment in the transaction of the unvested options for SpringBig’s management and circumstances under which change in control transaction after the closing would result in acceleration of SpringBig shares and sponsor shares that are subject to the respective earnouts. Following these discussions, representatives from Davis Polk and Benesch exchanged revised drafts of the merger agreement and other agreements, reflecting the outcome of such discussions. On November 1, 2021, Tuatara management and board of directors discussed in detail the investment case incorporating all diligence findings. Davis Polk discussed legal diligence and transaction terms. Maples and Calder (Cayman) LLP, Cayman counsel to Tuatara, discussed fiduciary duties of the directors. Between November 1, 2021 and November 7, 2021, each of the independent directors of Tuatara has determined that it would be in the interests of Tuatara shareholders if such director’s shares in Tuatara should be subject to the same earnout requirements as the sponsor shares and accordingly has amended such directors agreements with Tuatara. On November 7, 2021, Tuatara management, board of directors, and Davis Polk discussed final transaction terms and outstanding diligence items. The board of directors unanimously approved the business combination. On the evening of November 8, 2021, the parties executed the original merger agreement and the voting and support agreement, and the subscription investors executed the subscription agreements. On November 9, 2021, the transaction was publicly announced. Following the execution of the original merger agreement, the parties continued to have regular discussions regarding the execution and timing of the business combination, market conditions in the cannabis industry and plans for the future. On February 10, 2022, Tuatara filed a registration statement on Form S-4 and a preliminary proxy statement related to the business combination. 127 On March 17, 2022, Tuatara filed Amendment No. 1 to its registration statement on Form S-4 and preliminary proxy statement. In late March 2022, Tuatara management and SpringBig discussed the terms of the original merger agreement based on changing general economic and market conditions since the approval of the original merger agreement in November 2021. The Parties discussed the general decline in market valuation of comparable companies since November 2021, the cyclical nature of general economic and market conditions and the changes in the general SPAC environment with respect to redemptions by investors. On April 1, 2022, Tuatara management and SpringBig agreed to revise several terms of the transaction, which included the following principal changes to the terms: an enterprise value of SpringBig reduced from $300,000,000 to $275,000,000 (on a debt and cash free basis); an earnout increase from 9,000,000 shares to 10,500,000 shares, with vesting of 7,000,000 shares at $12 per share; 2,250,000 shares at $15 per share; and 1,250,000 shares at $18 per share; and an increase in the earnout period from thirty-six (36) months to sixty (60) months for both SpringBig and the sponsor. On April 4, 2022, Tuatara management and board of directors discussed in detail the revised transaction terms and valuation. The board of directors reviewed again the current business performance and projections that the board of directors reviewed in connection with its unanimous approval of the business combination on November 7, 2021 and reviewed the revised valuation, based on updated Enterprise Value to revenue multiples of certain comparable companies, updated range of Adjusted EBITDA multiples and updated discount rates as presented by Tuatara management. The board of directors unanimously approved the amended and restated merger agreement. On April 14, 2022, the parties executed the amended and restated merger agreement. On April 29, 2022, Tuatara management and SpringBig discussed the potential change in accounting treatment of the business combination due to the revisions to the terms of the transaction agreed to on April 14, 2022. On May 3, 2022, Tuatara management and SpringBig discussed certain changes to the terms of the revised transaction that would preserve the accounting treatment of the business combination under the original merger agreement, including a revision to the number of directors of the board for the combined company that SpringBig may designate. On May 4, 2022, Tuatara management and board of directors discussed in detail the proposed amendment to the terms of the merger agreement such that SpringBig would designate a majority of directors on the board of the combined company. The board of directors reviewed the proposed amendment and unanimously approved the amendment to the terms of the merger agreement. On May 4, 2022, the parties executed the amendment no. 1 to the amended and restated merger agreement. Tuatara’s Board of Directors’ Reasons for Approval of the Business Combination Tuatara’s board of directors considered a wide variety of factors in connection with its evaluation of the business combination. In light of the complexity of those factors, Tuatara’s board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of Tuatara’s board of directors may have given different weight to different factors. Tuatara’s reasons for the board of directors’ approval of the business combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Before reaching its decision, Tuatara’s board of directors reviewed the results of due diligence conducted by Tuatara’s management, together with its advisors, which included, among other things: extensive meetings (both in-person and telephonic) with SpringBig’s management team regarding operations and forecasts; research on the cannabis industry, including historical growth trends and market data, as well as end-market size and growth projections; review of SpringBig’s material contracts and financial, tax, legal, accounting, technology and intellectual property due diligence; 128 consultation with Tuatara’s management, and legal and capital markets advisors; review of current and forecasted industry and market conditions; financial and valuation analysis of SpringBig and the business combination and financial projections prepared by SpringBig’s management team; SpringBig’s audited and unaudited financial statements; and reports related to tax and legal diligence prepared by external advisors. In the prospectus for Tuatara’s IPO, we identified general, non-exclusive criteria and guidelines that we believed would be important in evaluating prospective target businesses. Tuatara indicated its intention to acquire companies that it believes possess the following characteristics:
In considering the business combination, Tuatara’s board of directors concluded that SpringBig met all of the above criteria. The board of directors of Tuatara did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination. Tuatara’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and expertise of Tuatara’s advisors, enabled the board to make the necessary analyses and determinations regarding the business combination. Valuation. Although the board of directors of Tuatara did not seek a third-party valuation, and did not receive any report, valuation or opinion from any third party in connection with its determination to approve the business combination, the board of directors of Tuatara relied on the following sources: (i) the projections (see the section entitled “The Business Combination—Certain Projected Financial Information”), (ii) financial due diligence materials prepared by professional advisors, (iii) research reports and data related to the cannabis and technology industries, and (iv) Tuatara’s management’s collective experience in constructing and evaluating financial models and projections and conducting valuations of business. Following such efforts and evaluating the growth prospects of SpringBig for 2021 through 2025, the board of directors of Tuatara concluded that the valuation is fair and reasonable. In connection with its approval of the merger agreement (including the original merger agreement and the amended and restated merger agreement), the board of directors of Tuatara also considered valuations and trading of publicly traded companies in similar and adjacent sectors, including comparing SpringBig to businesses both within and outside of the cannabis industry that are specifically focused on: (i) marketing and customer engagement, (ii) commerce and POS solutions, (iii) SaaS software, and (iv) technology solutions focused on the cannabis industry, each on a revenue multiple basis. The industries identified for the valuation analysis were determined based on their similarity and adjacency to SpringBig and are subject to the same or similar macro trends. The publicly traded companies that the Tuatara board considered were as follows: Marketing/Customer Engagement:
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Commerce/POS:
SaaS Software:
Cannabis Software:
130 The board of directors of Tuatara, with the assistance of Tuatara’s management, determined that a revenue multiple was the most relevant metric among the metrics used to value comparable companies with negative EBITDA. The Tuatara board, in connection with its approval of the amended and restated merger agreement, focused its analysis on mean and median calendar year 2023E Enterprise Value (“EV”) to a revenue multiples, including the following overall peer set multiples used for benchmarking purposes:
After factoring in scale, size, industry and other factors, the valuation was further discounted to a range of 4.5x to 6.5x 2023E Revenue which resulted in a range of enterprise value of SpringBig ranging from $285 million to $410 million. In connection with its approval of the amended and restated merger agreement, the board was also presented with a discounted cash flow (“DCF”) analysis of SpringBig using the financial forecasts and other information as summarized in the section entitled “The Business Combination—Certain Projected Financial Information” to calculate the estimated present value of the future unlevered free cash flows projected to be generated by SpringBig from calendar year 2022 to 2025, including the estimated present value of SpringBig’s terminal value. The DCF analysis discounted the value of the free cash flows and present value of terminal value to April 4, 2022. Based on its experience and judgment, Tuatara believed it appropriate to utilize Adjusted EBITDA multiples ranging from 10.0x to 14.0x to apply to forecasted Adjusted EBITDA for calendar year 2025 for a range of terminal values and discount rates ranging from 17.5% to 22.5%. These discount rates were based on Tuatara’s judgment of the estimated range of SpringBig’s weighted average cost of capital. Based on the foregoing, the DCF analysis yielded implied enterprise values for SpringBig ranging from $316 million to $491 million. In addition, the board of directors considered sum-of-parts analysis , which incorporated, among other things, the implied valuation of SpringBig’s contractual and non-contractual revenue. Based on comparable trading multiples and published equity research analysis of comparable companies, contractual revenue was valued on 5.5x to 7.5x 2023 Revenue and non-contractual revenue was valued at 3.0x to 5.0x 2023 Revenue. Based on the foregoing analysis, a range of implied enterprise values for SpringBig was from $300 million to $425 million. In connection with its approval of the amended and restated merger agreement, the board of directors also considered precedent transactions of companies in the cannabis technology and other software and customer loyalty technology sectors which yielded implied enterprise values of SpringBig ranging from $305 million to $420 million. The board of directors also considered the following positive factors, although not weighted or in any order of significance:
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In the course of its deliberations, our board of directors also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the transaction, including, among others, the following: The risks associated with the cannabis industry in general, including the development, effects and enforcement of laws and regulations with respect to the cannabis industry. The risks associated with global macroeconomic uncertainty and the effects it could have on SpringBig’s revenues. The risks associated with SpringBig’s ability to continue to grow its revenue, including its ability to acquire and retain paying clients. The risks associated with increased competition from existing competitors and potential new entrants. The risks associated with SpringBig being unable to successfully execute on its M&A strategy. 132 The risks associated with increased regulatory limitation on cannabis related to content in marketing and messaging. The risks associated with inability to obtain additional PIPE financing or otherwise retain sufficient cash in the trust account or find replacement sources of cash to meet growth plans of the business. The risk that the business combination might not be consummated in a timely manner or that the closing might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of Tuatara’s shareholders. The fact that Tuatara did not obtain an opinion from any independent investment banking or accounting firm that the price Tuatara is paying to acquire SpringBig is fair to Tuatara or its shareholders from a financial point of view. The risk that SpringBig might not able to protect its trade secrets or maintain its trademarks, patents and other intellectual property consistent with historical practice. The risk that key employees of SpringBig might not remain with the company following the closing. The possibility of litigation challenging the business combination. The challenge of attracting and retaining senior management personnel. The significant fees and expenses associated with completing the business combination and related transactions and the substantial time and effort of management required to complete the business combination. The other risks described in the section entitled “Risk Factors.” After considering the foregoing potentially positive and potentially negative reasons, our board of directors concluded, in its business judgment, that the potentially positive reasons relating to the business combination outweighed the potentially negative reasons. In connection with its deliberations, our board of directors did not consider the fairness of the consideration to be paid by Tuatara in the business combination to any person other than Tuatara. 133 Certain Projected Financial Information Certain SpringBig Forecasts SpringBig does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the sale process, certain financial forecasts for fiscal years 2021 through 2024 were prepared by SpringBig’s management and made available to Tuatara (the “SpringBig projections”). Projected Revenue is based on a variety of operational and regulatory assumptions, including overall economic trends, the attraction, retention and expansion of clients and client relationships, the regulation and maturation of the cannabis market as well as the development of new markets, and developments in the services and products offered.The revenue projections are based on SpringBig’s existing business – comprised of retail and brands clients – and does not include M&A activity. SpringBig’s revenue from retail clients increased by 56% in 2021 compared with 2020 and SpringBig’s projections for revenue growth from 2022 to 2024 reflect similar growth rates ranging from 52% to 56% each year, with this projected growth across those time periods driven by new clients and expanding accounts with existing clients. As described in “Business of SpringBig—Growth Strategies”, SpringBig believes it will experience growth through the addition of new customers in both existing markets and in new emerging markets as additional states and other jurisdictions legalize cannabis use. Further, with SpringBig’s historical ability to secure, retain and expand relationships with its clients, SpringBig also anticipates increased revenue from existing clients as they utilize the SpringBig platform across additional locations, with greater cadence and through distributions of higher volumes of communications. SpringBig will continue to enhance its product offerings and this is expected to be a driver in ensuring client retention and fueling some increases in revenue. The costs associated with such development are included as Operating Expenses. SpringBig’s brands platform is in its infancy, as it was launched in the latter part of 2020. While the revenue from this segment is projected at $0.8 million in 2021, the projections incorporate increases to reach $19 million by 2024. This growth trajectory is comparable to the trajectory of the retail revenues that SpringBig experienced from 2018 to 2021 increasing from $1.0 million to $23 million. There are in excess of 5,000 cannabis brands in the U.S. and during 2021 SpringBig brand clients totaled 69 brands, hence there is a significant opportunity to increase revenues from brand clients. The projected revenue growth for brands clients is based on similar assumptions as SpringBig’s retail revenue projections. SpringBig believes it will experience growth in revenue from its brands platform through the addition of new customers as well as through the expansion of existing brand client accounts. As described in “Business of SpringBig – Our Growth Strategies,” SpringBig expects revenue increases from brands will be driven by the continued proliferation of branded products, the accompanying expected sales and marketing spend by those clients (including an increased cadence and volume of marketing campaigns) and the development and expansion of brands in new markets in the cannabis space. Projected Gross Profit and EBITDA are driven by increases in selling, servicing and marketing, technology and software development and general and administrative expenses necessary as the business increases its scale. The general and administrative expenses include additional expenses associated with being a public company from 2022 onwards. The SpringBig projections were provided by management of Tuatara to our board of directors in connection with its evaluation of the business combination. The financial projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to SpringBig’s business, all of which are difficult to predict and many of which are beyond SpringBig’s and Tuatara’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Because the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, these financial projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks and uncertainties set forth in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections beginning on pages 58 and 2 of this proxy statement/prospectus, respectively. 134 The financial projections were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In the view of SpringBig’s management, the financial projections were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of SpringBig. The SpringBig projections were prepared by SpringBig’s management. None of SpringBig’s independent registered accounting firm, Tuatara’s independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Nonetheless, a summary of the SpringBig projections is provided in this proxy statement/prospectus because the projections were made available to Tuatara and our board of directors in connection with their review of the business combination. The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Tuatara, our board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE SPRINGBIG PROJECTIONS, TUATARA UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE. SpringBig projections
These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and the non-GAAP financial measures as used in the above may not be comparable to similarly titled amounts used by other companies or persons, because they may not calculate these non-GAAP measures in the same manner. Satisfaction of 80% Test It is a requirement under our existing organizational documents and Nasdaq listing requirements that the business or assets acquired in our initial business combination have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination. 135 As of the date of the execution of the merger agreement, the balance of the funds in the trust account was approximately $ (excluding the deferred underwriting amount) and 80% thereof represents approximately $ . In reaching its conclusion that the business combination meets the 80% asset test, the board of directors looked at the enterprise value of SpringBig of approximately $ (calculated on a debt and cash free basis). In determining whether the enterprise value described above represents the fair market value of SpringBig, our board of directors considered all of the factors described above in this section and the fact that the purchase price for SpringBig was the result of an arm’s-length negotiation. As a result, our board of directors concluded that the fair market value of the business acquired was significantly in excess of 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account). In light of the financial background and experience of the members of our management team and the board of directors, our board of directors believes that the members of our management team and the board of directors are qualified to determine whether the business combination meets the 80% asset test. Our board of directors did not seek or obtain an opinion of an outside financial advisor as to whether the 80% asset test has been met. Interests of Certain Persons in the Business Combination When considering our board of directors’ recommendation that our shareholders vote in favor of the approval of the business combination, our shareholders should be aware that our sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, the interests of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to shareholders that they approve the business combination. Our shareholders should take these interests into account in deciding whether to approve the business combination. These interests include: the fact that certain of our directors and officers are principals of our sponsor; the fact that 5,000,000 founder shares held by our sponsor and affiliates, for which it paid approximately $25,000, will convert on a one-for-one basis, into 5,00,000 shares of common stock upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares are issued by us in connection with or in relation to the consummation of the business combination) with 1,000,000 of such shares being forfeited upon the closing, and such shares, if unrestricted and freely tradable would be valued at approximately $ , based on the closing price of our Class A ordinary shares on the Nasdaq on , 2022; the fact that our sponsor holds 6,000,000 private placement warrants purchased in a private placement that closed simultaneously with the consummation of the IPO that would expire worthless if a business combination is not consummated by February 17, 2023; the fact that in connection with the business combination, we entered into the subscription agreements with the subscription investors, which include a special purpose vehicle owned by certain of our and our sponsor’s directors and officers, which provide for the purchase by the subscription investors of an aggregate of 1,310,000 Class A ordinary shares (or shares of common stock of New SpringBig into which such shares will convert in connection with the domestication), for a purchase price of $10.00 per ordinary share, in a private placement, the closing of which will occur immediately prior to the closing; the fact that our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if Tuatara fails to complete an initial business combination, including the business combination, by February 17, 2023; the fact that if the trust account is liquidated, including in the event Tuatara is unable to complete an initial business combination by February 17, 2023, our sponsor has agreed that it will be liable to Tuatara if and to the extent any claims by a third party (other than Tuatara’s independent auditors) for services rendered or products sold to Tuatara, or a prospective target business with which Tuatara has discussed entering into a transaction agreement, reduce the amounts in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act; 136 the fact that one or more directors of Tuatara will be a director of New SpringBig; the continued indemnification of Tuatara’s current directors and officers and the continuation of Tuatara’s directors’ and officers’ liability insurance after the business combination; and the fact that our sponsor, officers, directors and their respective affiliates will not be reimbursed for any out-of-pocket expenses from any amounts held in the trust account if an initial business combination is not consummated by February 17, 2023. Total Shares of New SpringBig to be Issued in the Business Combination Assuming there are no redemptions of our public shares and that no additional shares are issued prior to the completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of Tuatara by our public shareholders, our subscription investors, the post-merger SpringBig equity holders and our sponsor, officers and directors will be as follows: The public shareholders would own 21,000,000 shares of common stock, representing 44.9% of New SpringBig’s total outstanding shares of common stock; The subscription investors would own 1,310,000 shares of common stock, representing 2.8% of New SpringBig’s total outstanding shares of common stock; Our sponsor and affiliates of our sponsor would own 3,600,000 shares of common stock (including 600,000 shares received pursuant to the PIPE subscription financing), representing 7.7% of New SpringBig’s total outstanding shares of common stock; Our officers and directors (including directors nominated for election at the general meeting) would own 5,896,666 shares of common stock, representing 12.6% of New SpringBig’s total outstanding shares of common stock; and The SpringBig equity holders would own 21,500,000 shares of common stock, representing 45.9% of New SpringBig’s total outstanding shares of common stock. The preceding description of the ownership of Tuatara’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof. The preceding description of the ownership of Tuatara's securities excludes the Sponsor Earnout Shares that are subject to vesting and forfeiture, but includes 130,000 shares held by the independent directors of Tuatara. Assuming there is a maximum redemption of our public shares and that no additional shares are issued prior to the completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of Tuatara by our public shareholders, our subscription investors, the post-merger SpringBig equity holders and our sponsor, officers and directors will be as follows: The public shareholders would own 599,892 shares of common stock, representing 2.3% of New SpringBig’s total outstanding shares of common stock; Our subscription investors would own 1,310,000 shares of common stock, representing 5.0% of New SpringBig’s total outstanding shares of common stock; Our sponsor and affiliates of our sponsor would own 3,600,000 shares of common stock (including 600,000 shares received pursuant to the PIPE subscription financing), representing 13.6% of New SpringBig’s total outstanding shares of common stock; Our officers and directors (including directors nominated for election at the general meeting) would own 5,896,666 shares of Class A common stock, representing 22.3% of New SpringBig’s total outstanding shares of common stock; and The SpringBig equity holders would own 21,500,000 shares of common stock, representing 81.4% of New SpringBig’s total outstanding shares of common stock. The preceding description of the ownership of Tuatara’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof. The preceding description assumes that public shareholders have exercised their redemption 137 rights with respect to 19,700,054 public shares (i.e., the maximum amount of outstanding public shares that Tuatara can redeem after giving effect to the payments to redeeming shareholders), which is equal to approximately 98.5% of non-affiliated public shares. The preceding description of the ownership of Tuatara's securities excludes the Sponsor Earnout Shares that are subject to vesting and forfeiture, but includes 130,000 shares held by the independent directors of Tuatara. The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by Tuatara’s existing shareholders in New SpringBig following the business combination will be different. For example, if we assume that all 10,000,000 public warrants and 6,000,000 private placement warrants were exercisable and exercised following completion of the business combination and related transactions, then the ownership of Tuatara by our public shareholders, our subscription investors, the post-merger SpringBig equity holders and our sponsor, officers and directors, assuming no redemptions, will be as follows: The public shareholders would own 31,000,000 shares of common stock, representing 49.4% of New SpringBig’s total outstanding shares of common stock; The subscription investors would own 1,310,000 shares of common stock, representing 2.1% of our total outstanding shares of common stock; Our sponsor and affiliates of our sponsor would own 9,600,000 shares of common stock (including 600,000 shares received pursuant to the PIPE subscription financing), representing 15.3% of New SpringBig’s total outstanding shares of common stock; Our officers and directors (including directors nominated for election at the general meeting) would own 5,896,666 shares of common stock, representing 9.4% of New SpringBig’s total outstanding shares of common stock; and The SpringBig equity holders would own 21,500,000 shares of common stock, representing 34.2% of New SpringBig’s total outstanding shares of common stock. The preceding description of the ownership of Tuatara’s securities is accurate as of the date of filing of this proxy statement/prospectus. The preceding description does not take into account any transactions that may be entered into after the date hereof. The preceding description of the ownership of Tuatara's securities excludes the Sponsor Earnout Shares that are subject to vesting and forfeiture, but includes 130,000 shares held by the independent directors of Tuatara. You should read “Unaudited Pro Forma Condensed Combined Financial Information” for further information. Sources and Uses for the Business Combination The following table summarizes the sources and uses for funding the business combination, assuming no redemptions of our public shares.
138 Board of Directors of New SpringBig Following the Business Combination Upon the closing, assuming the election of each of the director nominees and re-nominees, the board of directors of New SpringBig will consist of at least the following seven directors: Sergey Sherman, Jeffrey Harris, Phil Schwarz, Jon Trauben, Steven Bernstein, Patricia Glassford, and Amanda Lannert. See “Proposal No. 12 – The Director Election Proposal.” Information about the current Tuatara directors and executive officers can be found in the section entitled “Where You Can Find Additional Information – Tuatara SEC Filings.” Redemption Rights Pursuant to our existing organizational documents, we are providing the public shareholders with the opportunity to have their public shares redeemed at the closing of the business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of approximately $ , the estimated per share redemption price would have been approximately $ . Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other Transaction Proposals. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Tuatara, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Tuatara. There will be no redemption rights with respect to our warrants. Our sponsor, the holder of our Class B ordinary shares issued in a private placement prior to the IPO, has entered into the sponsor IPO letter agreement with us pursuant to which our sponsor has agreed to waive its redemption rights with respect to its founder shares and any public shares our sponsor may have acquired after our IPO in connection with the completion of the business combination. Permitted transferees of our sponsor will be subject to the same obligations. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of income taxes payable) in connection with the liquidation of the trust account or if we subsequently complete a different initial business combination on or prior to February 17, 2023, and such shares are tendered for redemption in connection with such different initial business combination. We will pay the redemption price to any public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination. If you exercise your redemption rights, your public shares will cease to be outstanding immediately prior to the business combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of Tuatara following the business combination, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption. In addition, under the merger agreement, public shareholders who do not redeem their public shares in connection with the business combination would be entitled to receive, following the domestication, their respective pro rata share of the lesser of (x) the number of shares of common stock that did not elect to redeem and (y) 1,000,000 shares of common stock. Accordingly, public shareholders who elect to redeem their public shares will not be entitled to receive any such additional shares. 139 Appraisal Rights There are no appraisal rights available to our shareholders in connection with the business combination. SpringBig shareholders will have appraisal rights in connection with the business combination under Delaware law. No SpringBig shareholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “dissenting shareholder”) with respect to its SpringBig shares (such shares, “dissenting shares”) will be entitled to receive any portion of the merger consideration with respect to the dissenting shares owned by such dissenting shareholder unless and until such dissenting shareholder fails to perfect or otherwise waives, withdraws or loses its appraisal rights under the DGCL. Each dissenting shareholder will be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the dissenting shares owned by such dissenting stockholder. SpringBig will give Tuatara prompt written notice of any demand, or any notices of intent to make demand, for appraisal of any SpringBig shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case, received by SpringBig. Tuatara shall have the right and opportunity to participate in all negotiations and actions with respect to any demand or threatened demand for appraisal of any SpringBig shares in connection with the business combination, including those that take place prior to the effective time of the business combination. 140 Overview As discussed in this proxy statement/prospectus, Tuatara is asking its shareholders to approve the Domestication Proposal. The board of directors recommends that shareholders approve a change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware. To effect the domestication, Tuatara will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Tuatara will be domesticated and continue as a Delaware corporation. The domestication will become effective prior to the completion of the business combination. On the effective date of the domestication, (i) each then-issued and outstanding Tuatara Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of common stock of Tuatara (the “New SpringBig Common Stock”); (ii) each then-issued and outstanding Tuatara Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share of New SpringBig Common Stock; and (iii) each then-issued and outstanding Tuatara warrant will convert automatically, on a one-for-one basis, into a warrant to purchase one share of New SpringBig Common Stock. The Domestication Proposal, if approved, will approve a change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Tuatara is currently governed by the Cayman Islands Companies Act, upon domestication, New SpringBig will be governed by the DGCL. We urge shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, Tuatara will also ask its shareholders to approve the Organizational Documents Proposals, which, if approved, will replace the existing organizational documents with the proposed organizational documents. The proposed organizational documents differ in certain material respects from the existing organizational documents, and we urge shareholders to carefully consult the information provided in the Organizational Documents Proposals, the existing organizational documents, attached hereto as Annex E, and the proposed organizational documents of New SpringBig, forms of which are attached hereto as Annexes B and C. Reasons for Domestication Our board of directors believes that there are significant advantages to New SpringBig that will arise as a result of a change of domicile to Delaware prior to the completion of the business combination. Further, our board of directors believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. The board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Tuatara and its shareholders. As explained in more detail below, our reasons for the domestication can be summarized as follows:
141 to the conduct of a corporation’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. Such clarity would be advantageous to New SpringBig, its board of directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for New SpringBig’s shareholders from possible abuses by directors and officers. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to New SpringBig’s corporate legal affairs.
The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman law on matters regarding a corporation’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable New SpringBig to compete more effectively with other public companies in attracting and retaining new directors. Anticipated Accounting Treatment of the Domestication There will be no material accounting effect or change in the carrying amount of the consolidated assets and liabilities of Tuatara as a result of domestication. The business, capitalization, assets and liabilities and financial statements of New SpringBig immediately following the domestication will be the same as those of Tuatara immediately prior to the domestication. 142 General Tuatara is furnishing this proxy statement/prospectus to our shareholders as part of the solicitation of proxies by our board of directors for use at the general meeting to be held on , 2022, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about , 2022. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the general meeting. Date, Time and Place The general meeting will be held at , local time, on , 2022, at the office of and online via . Shareholders may attend, vote and examine the list of Tuatara shareholders entitled to vote at the general meeting by visiting the offices of or online via and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID-19) Tuatara shareholders are encouraged to attend, the general meeting (in person or virtually via live webcast). Voting Power; Record Date You will be entitled to vote or direct votes to be cast at the general meeting if you owned ordinary shares at the close of business on , 2022, which is the record date for the general meeting. You are entitled to one vote for each ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were Class A ordinary shares of Tuatara outstanding and Class B ordinary shares of Tuatara outstanding. Vote of the Holders of Founder Shares of Tuatara In connection with the IPO, the holders of our founder shares agreed to vote any ordinary shares owned by them in favor of any shareholder approvals sought by Tuatara in connection with the business combination. The holders of our founder shares have agreed to waive their redemption rights with respect to their founder shares and public shares they may have acquired after our IPO in connection with the completion of the business combination. The founder shares have no redemption rights upon Tuatara’s liquidation and will be worthless if no business combination is effected by us by February 17, 2023. Concurrently with the merger agreement, we entered into the sponsor letter agreement with our sponsor and SpringBig, pursuant to which our sponsor agreed to waive the anti-dilution protection to which it would otherwise be entitled in connection with the PIPE subscription financing. Quorum and Required Vote for Proposals for the General Meeting A quorum of Tuatara shareholders is necessary to hold a valid meeting. A quorum will be present at the general meeting if a majority of the issued shares entitled to vote at the general meeting is represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals. The Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Notes and Warrants Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The election of each director nominee or re-nominee, as applicable, must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the outstanding Class B ordinary shares as of the record date that are present and vote at the general meeting. Approval of the Organizational Documents Proposals, the Articles Amendment Proposal and the Domestication Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority 143 of not less than two-thirds of the shareholders who attend and vote at the general meeting. Currently, shareholders that have agreed to vote ordinary shares owned by them in favor of the Transaction Proposals own approximately 20% of our issued and outstanding ordinary shares, in the aggregate, including the founder shares. Accordingly, approximately 30% of non-affiliated ordinary shares are required to vote in the affirmative to pass each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Notes and Warrants Proposal and the Adjournment Proposal and approximately 47% of non-affiliated ordinary shares are required to vote in the affirmative to pass each of the Organizational Documents Proposals, the Articles Amendment Proposal and the Domestication Proposal. Assuming only a quorum is present at the general meeting, approximately 5% of non-affiliated ordinary shares are required to vote in the affirmative to pass each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Notes and Warrants Proposal and the Adjournment Proposal and approximately 13% of non-affiliated ordinary shares are required to vote in the affirmative to pass each of the Organizational Documents Proposals, the Articles Amendment Proposal and the Domestication Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Transaction Proposals. A shareholder’s failure to vote by proxy or to vote in person at the general meeting will not be counted towards the number of ordinary shares required to validly establish a quorum, and if a valid quorum is otherwise established, will have no effect on the outcome of any vote on any of the Transaction Proposals. For the purposes of determining a quorum and the required votes for the proposals, “in person” shall also include virtual attendance at the general meeting. The closing is conditioned on the approval of the Transaction Proposals (other than the Adjournment Proposal) at the general meeting. Recommendation to Tuatara Shareholders After careful consideration, Tuatara’s board of directors recommends that Tuatara’s shareholders vote “FOR” each Transaction Proposal being submitted to a vote of Tuatara’s shareholders at the general meeting. For a more complete description of Tuatara’s reasons for the approval of the business combination and the recommendation of Tuatara’s board of directors, see the section entitled “The Business Combination – Tuatara’s Board of Directors’ Reasons for Approval of the Business Combination.” When you consider the recommendation of the board of directors to vote in favor of approval of these Transaction Proposals, you should keep in mind that our sponsor and certain of our directors and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. Please see the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination.” Voting Your Shares Each Class A ordinary share that you own in your name entitles you to one vote on each of the Transaction Proposals for the general meeting, except for the Director Election Proposal. Each Class B ordinary share that you own in your name entitles you to one vote on each of the Transaction Proposals for the general meeting, including the Director Election Proposal. Your one or more proxy cards show the number of ordinary shares that you own. There are several ways to vote your ordinary shares: You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the general meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your ordinary shares will be voted as recommended by the board of directors. The board of directors recommends voting “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Domestication Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Articles Amendment Proposal, “FOR” the Notes and Warrants Proposal, “FOR” the Director Election Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal. 144 You can attend the general meeting (in person or virtually) and vote (including electronically if attending the meeting virtually), even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. You will be given a ballot when you arrive. However, if your ordinary shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your ordinary shares. Revoking Your Proxy If you give a proxy, you may revoke it at any time before the general meeting or at such meeting by doing any one of the following: you may send another proxy card with a later date; you may notify Tuatara’s secretary, in writing, before the general meeting that you have revoked your proxy; or you may attend the general meeting, revoke your proxy, and vote at the general meeting (in person or virtually), as indicated above. No Additional Matters May Be Presented at the General Meeting The general meeting has been called to consider only the approval of the Business Combination Proposal, the Nasdaq Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Articles Amendment Proposal, the Notes and Warrants Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Under Cayman Islands law, other than procedural matters incident to the conduct of the general meeting, no other matters may be considered at the general meeting if they are not included in the notice of the general meeting. Who Can Answer Your Questions About Voting Your Shares If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow Sodali LLC, our proxy solicitor, at (800) 662-5200 (banks and brokerage firms, please call collect: (203) 658-9400) or email at TCAC.info@investor.morrowsodali.com. Redemption Rights Pursuant to our existing organizational documents, we are providing the public shareholders with the opportunity to have their public shares redeemed at the closing of the business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO, subject to the limitations described in this proxy statement/prospectus. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of of approximately $ , the estimated per share redemption price would have been approximately $ . Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other Transaction Proposals. Our existing organizational documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of Tuatara, will be restricted from exercising this redemption right with respect to more than 15% of the public shares in the aggregate without the prior consent of Tuatara. There will be no redemption rights with respect to our warrants. Our sponsor, the holder of our Class B ordinary shares issued in a private placement prior to the IPO, has entered into the sponsor IPO letter agreement with us pursuant to which our sponsor has agreed to waive its redemption rights with respect to its founder shares and any public shares our sponsor may have acquired after our IPO in connection with the completion of the business combination. Permitted transferees of our sponsor will be subject to the same obligations. In order to exercise your redemption rights, you must: if you hold your public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; 145 prior to , local time, on , 2022 (two (2) business days before the general meeting), tender your shares electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, to the attention of Mark Zimkind at 1 State Street, 30th floor, New York, New York 10004, or by email at mzimkind@continentalstock.com; and deliver your share certificates for your public shares electronically through DTCC to the transfer agent at least two (2) business days before the general meeting. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically. If you do not submit a written request and deliver your share certificates for your public shares as described above, your shares will not be redeemed. We will pay the redemption price to public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares. You may make such request by contacting the transfer agent at the email or address listed above. Holders of outstanding units of Tuatara must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTCC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Prior to exercising redemption rights, shareholders should review the market price of our Class A ordinary shares as they may receive higher proceeds from the sale of their Class A ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Tuatara cannot assure you that you will be able to sell your Class A ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Class A ordinary shares when you wish to sell your shares. If you exercise your redemption rights, your public shares will cease to be outstanding immediately prior to the business combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of Tuatara following the business combination, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption. In addition, under the merger agreement, public shareholders who do not redeem their public shares in connection with the business combination would be entitled to receive, following the domestication, their respective pro rata share of the lesser of (x) the number of shares of common stock that did not elect to redeem and (y) 1,000,000 shares of common stock. Accordingly, public shareholders who elect to redeem their public shares will not be entitled to receive any such additional shares. If the business combination is not approved and we do not consummate an initial business combination by February 17, 2023, we will be required to liquidate and dissolve our trust account by returning the then-remaining funds in such account to the public shareholders and our warrants will expire worthless. 146 Appraisal Rights Appraisal rights are not available to holders of ordinary shares in connection with the business combination. Proxy Solicitation Costs Tuatara and SpringBig are soliciting proxies on behalf of the board of directors of Tuatara. This solicitation is being made by mail but also may be made by telephone or in person. Tuatara, SpringBig and Tuatara’s directors, officers and employees may also solicit proxies in person. Tuatara and SpringBig will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Tuatara will bear the cost of the solicitation. Tuatara has hired Morrow to assist in the proxy solicitation process. Tuatara will pay that firm a fee of $35,000, plus disbursements. Tuatara will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Tuatara will reimburse them for their reasonable expenses. General The following are the material U.S. federal income tax consequences of (i) the ownership and disposition of Class A ordinary shares and public warrants (together, “Tuatara securities”) in the event that the Domestication Proposal is not approved and the domestication does not occur, (ii) the domestication, (iii) an exercise of redemption rights generally applicable to common stock, (iv) the receipt of additional shares by public shareholders who do not exercise their redemption rights, and our sponsor or any member thereof; financial institutions or financial services entities; broker-dealers; taxpayers that are subject to the mark-to-market tax accounting rules; tax-exempt entities; governments or agencies or instrumentalities thereof; insurance companies; regulated investment companies; real estate investment trusts; expatriates or former long-term residents of the United States; “controlled foreign corporations,” PFICs (as defined below), and corporations that accumulate earnings to avoid U.S. federal income tax; foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); persons that actually or constructively own 5% or more of Tuatara or New SpringBig shares, by vote or value; persons that acquired Tuatara securities as compensation; persons that hold Tuatara securities, or will hold New SpringBig securities, in connection with a trade or business conducted outside the United States; persons that hold Tuatara securities, or will hold New SpringBig securities, as part of a straddle, constructive sale, hedge, conversion or other integrated or similar transaction; or U.S. Holders whose functional currency is not the U.S. dollar. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address alternative minimum tax considerations, special tax accounting rules under Section 451(b) of the Code, or U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation. We have not and do not intend to seek any rulings from the U.S. Internal Revenue Service (the “IRS”) regarding the domestication, an exercise of redemption rights or the business combination. Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is defined to include a “mere change in identity, form, or place of organization of one corporation, however effected.” Pursuant to the domestication, Tuatara will change its 148 jurisdiction of incorporation from the Cayman Islands to Delaware and will change its name to New SpringBig. In the opinion of Davis Polk & Wardwell LLP, the domestication will qualify as an F Reorganization for U.S. federal income tax purposes. However, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. The remainder of this disclosure assumes that the domestication qualifies as an F Reorganization. There can be no assurance that the IRS will not take positions concerning the tax consequences of the transactions that are inconsistent with the considerations discussed below or that any such positions would not be sustained by a court. As used herein, the term “U.S. Holder” means a beneficial owner of Tuatara securities (or New SpringBig securities received pursuant to the domestication or the business combination), as the case may be, who or that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any state thereof (including the District of Columbia), (iii) an estate whose income is subject to U.S. federal income tax regardless of its source or (iv) a trust if (A) U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. As used herein, the term “Non-U.S. Holder” means a beneficial owner of Tuatara securities (or New SpringBig securities received pursuant to the domestication or the business combination), as the case may be, who or that is for U.S. federal income tax purposes: (i) a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates), (ii) a foreign corporation or (iii) an estate or trust that is not a U.S. Holder, but generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. A holder that is such an individual, should consult its own tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of our securities. If a partnership (or any entity so characterized for U.S. federal income tax purposes) holds Tuatara securities or New SpringBig securities, the tax treatment of such partnership, and of a person treated as a partner of such partnership, will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Tuatara securities or New SpringBig securities and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of the domestication, an exercise of redemption rights and the business combination to them. THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. ALL HOLDERS OF TUATARA SECURITIES SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION, AN EXERCISE OF REDEMPTION RIGHTS AND THE BUSINESS COMBINATION, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX LAWS. Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur U.S. Holders Taxation of Distributions Subject to the passive foreign investment company (“PFIC”) rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends the amount of any cash distribution paid on Class A ordinary shares to the extent the distribution is paid out of Tuatara’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will be taxable to a corporate U.S. Holder at regular corporate tax rates and will not be eligible for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from domestic corporations. Subject to the PFIC rules discussed below, distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Class A ordinary shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Tuatara Class A ordinary shares. However, it is possible that financial intermediaries may report the entire amount of any distributions Tuatara makes as dividends if they cannot determine the amount of Tuatara’s earnings and profits for U.S. federal income tax purposes. With respect to non-corporate U.S. Holders, under tax laws currently in effect but subject to the PFIC rules discussed below, dividends generally will be taxed at the lower applicable long-term capital gains rate (see “Gain or 149 Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Public Warrants” below) only if the Class A ordinary shares are readily tradable on an established securities market in the United States and certain other requirements are met. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to Tuatara Class A ordinary shares. Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Public Warrants Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of Class A ordinary shares or public warrants (including on Tuatara’s dissolution and liquidation if we do not consummate an initial business combination within the required time period). Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Class A ordinary shares or public warrants exceeds one year at the time of such disposition. It is unclear, however, whether certain redemption rights described in this proxy statement/prospectus may suspend the running of the applicable holding period for this purpose. The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its Class A ordinary shares or public warrants so disposed of. A U.S. Holder’s adjusted tax basis in its Class A ordinary shares or public warrants generally will equal the U.S. Holder’s acquisition cost reduced (in the case of Class A ordinary shares) by any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. See “Exercise or Lapse of a Public Warrant” below for a discussion regarding a U.S. Holder’s tax basis in a Class A ordinary share acquired pursuant to the exercise of a public warrant. The deduction of capital losses is subject to certain limitations. Redemption of Class A Ordinary Shares Subject to the PFIC rules discussed below, in the event that a U.S. Holder’s Class A ordinary shares are redeemed (including pursuant to the exercise of its redemption right in connection with the shareholder vote regarding the Business Combination Proposal) or if Tuatara purchases a U.S. Holder’s Class A ordinary shares in an open market transaction, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. If the redemption or purchase by us qualifies as a sale of Class A ordinary shares, the U.S. Holder will be treated as described under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Public Warrants” above. If the redemption or purchase by Tuatara does not qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described above under “Taxation of Distributions.” Whether a redemption or purchase by Tuatara qualifies for sale treatment will depend largely on the total number of Class A ordinary shares treated as held by the U.S. Holder (including any Class A ordinary shares constructively owned by the U.S. Holder as a result of owning warrants) relative to all of Tuatara’s shares outstanding both before and after such redemption or purchase. The redemption or purchase by Tuatara of Class A ordinary shares generally will be treated as a sale of the Class A ordinary shares (rather than as a corporate distribution) if such redemption or purchase (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Tuatara or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder (collectively, the “302 tests”). These tests are explained more fully below. In determining whether any of the 302 tests is satisfied, a U.S. Holder takes into account not only Tuatara shares actually owned by the U.S. Holder, but also Tuatara shares that are constructively owned by such U.S. Holder under the relevant rules. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A ordinary shares which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of Tuatara outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of Class A ordinary shares must, among other requirements, be less than 80% of the percentage of our outstanding voting shares actually and 150 constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the Tuatara shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the Tuatara shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other Tuatara shares. The redemption of Class A ordinary shares will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Tuatara. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Tuatara will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption. If none of the 302 tests are satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under “Taxation of Distributions” above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Tuatara shares, or, if it has none, possibly to the U.S. Holder’s adjusted tax basis in its warrants or other shares constructively owned by such U.S. Holder. Exercise or Lapse of a Public Warrant Subject to the PFIC rules discussed below and except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a Class A ordinary share on the exercise of a public warrant for cash. A U.S. Holder’s tax basis in a Class A ordinary share received upon exercise of the public warrant generally will equal the sum of the U.S. Holder’s tax basis in the warrant and the exercise price. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary share will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If a Public warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such U.S. Holder’s tax basis in its warrant. The deductibility of capital losses is subject to certain limitations. The tax consequences of a cashless exercise of a public warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in the Class A ordinary shares received generally would equal the U.S. Holder’s tax basis in the public warrants. If the cashless exercise is not a realization event, it is unclear whether a U.S. Holder’s holding period for the Class A ordinary shares will commence on the date of exercise of the warrants or the day following the date of exercise of the public warrants. If the cashless exercise is treated as a recapitalization, the holding period of the Class A ordinary shares will include the holding period of the public warrants. It is also possible that a cashless exercise may be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered public warrants with an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the public warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. In this case, a U.S. Holder’s tax basis in the Class A ordinary shares received would equal the sum of the U.S. Holder’s tax basis in the public warrants exercised and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary share would commence on the date of exercise of the public warrant or the day following the date of exercise of the public warrant. Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of public warrants. Possible Constructive Distributions The terms of each public warrant provide for an adjustment to the number of Class A ordinary shares for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. U.S. Holders of public warrants would, however, be treated as 151 receiving a constructive distribution from Tuatara if, for example, the adjustment increases the warrant holders’ proportionate interest in Tuatara’s assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained upon exercise) as a result of a distribution of cash or other property to the holders of Tuatara Class A ordinary shares. Such constructive distribution would be subject to tax as described under “Taxation of Distributions” above in the same manner as if the U.S. Holders of the warrants received a cash distribution from Tuatara equal to the fair market value of the increase in the interest. For certain information reporting purposes, Tuatara is required to determine the date and amount of any such constructive distributions. Proposed Treasury Regulations, which may be relied on prior to the issuance of final Treasury Regulations, specify how the date and amount of constructive distributions are determined. Passive Foreign Investment Company Rules A non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Because Tuatara is a blank check company with no current active business, Tuatara believes that it is likely that it (i) has been a PFIC for the previous taxable year, (ii) will be a PFIC for the current year (which would end with the domestication) if the domestication occurs, and (iii) will be a PFIC for the current year if the domestication does not occur. Although Tuatara’s PFIC status is determined annually, an initial determination that Tuatara is a PFIC will generally apply for subsequent years to a U.S. Holder who held Class A ordinary shares or warrants while Tuatara was a PFIC, whether or not Tuatara meets the test for PFIC status in those subsequent years. If Tuatara is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Class A ordinary shares or public warrants and, in the case of Class A ordinary shares, the U.S. Holder did not make either a timely qualified electing fund (“QEF”) election or “mark-to-market” election for Tuatara’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, in each case as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares or public warrants and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Class A ordinary shares). Under these rules: the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or public warrants; the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Tuatara’s first taxable year in which Tuatara is a PFIC, will be taxed as ordinary income; the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder, and an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. A U.S. Holder will avoid the PFIC tax consequences described above in respect of Class A ordinary shares (but not public warrants) by making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of Tuatara’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which Tuatara’s taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. 152 It is not entirely clear how various aspects of the PFIC rules apply to the warrants. However, a U.S. Holder may not make a QEF election with respect to its warrants to acquire Class A ordinary shares. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants) and Tuatara was a PFIC at any time during the U.S. Holder’s holding period of such warrants, proposed Treasury regulations would provide that any gain generally will be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired Class A ordinary shares (or has previously made a QEF election with respect to Class A ordinary shares), the QEF election will apply to the newly acquired Class A ordinary shares. Notwithstanding the foregoing, the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Class A ordinary shares (which may be deemed to have a holding period for purposes of the PFIC rules that includes all or a portion of the period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the Class A ordinary shares acquired upon the exercise of the warrants for purposes of the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances. The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election (and a purging election, if applicable) by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the taxable year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances. In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from Tuatara. There is no assurance that Tuatara will timely provide such required information. If a U.S. Holder has made a QEF election with respect to its Class A ordinary shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election for Tuatara’s first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of Class A ordinary shares generally will be taxable as capital gain and no additional tax charge will be imposed under the PFIC rules. As discussed above, if Tuatara is a PFIC for any taxable year, a U.S. Holder of Class A ordinary shares that has made a QEF election will be currently taxed on its pro rata share of Tuatara’s earnings and profits, whether or not distributed for such year. A subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable when distributed to such U.S. Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. In addition, if Tuatara is not a PFIC for any taxable year, such U.S. Holder will not be subject to the QEF inclusion regime with respect to Class A ordinary shares for such a taxable year. If the Class A ordinary shares constitute “marketable stock,” a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) Class A ordinary shares, makes a mark-to-market election with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A ordinary shares at the end of such year over its adjusted basis in its Class A ordinary shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of the adjusted basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income. A mark-to-market election may not be made with respect to warrants. 153 The mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including Nasdaq, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to Class A ordinary shares under their particular circumstances. If Tuatara is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, U.S. Holders generally will be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if Tuatara receives a distribution from, or disposes of all or part of its interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. There can be no assurance that Tuatara will have timely knowledge of the status of any such lower-tier PFIC. In addition, Tuatara may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance Tuatara will be able to cause the lower-tier PFIC to provide any required information. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs. A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS. The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Class A ordinary shares and public warrants should consult their own tax advisors concerning the application of the PFIC rules to Tuatara securities under their particular circumstances. Tax Reporting Certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. An interest in Tuatara constitutes a specified foreign financial asset for these purposes. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties. U.S. Holders are urged to consult their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in Class A ordinary shares and public warrants. Non-U.S. Holders Dividends (including constructive distributions and amounts paid in connection with a redemption that is treated as a distribution, as discussed under “U.S. Holders − Redemption of Class A Ordinary Shares” above) paid or deemed paid to a Non-U.S. Holder in respect of Class A ordinary shares if the domestication does not occur generally will not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States). In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of Class A ordinary shares or public warrants (including a redemption treated as a sale or exchange transaction as discussed above) unless such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States). Dividends (including constructive distributions) and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate. The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a public warrant, or the lapse of a public warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “U.S. Holders − Exercise or Lapse of a Public 154 Warrant,” above, although a capital loss on the lapse of a warrant may not be usable to a Non-U.S. Holder not generally subject to U.S. tax, and to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of Class A ordinary shares and public warrants. Information Reporting and Backup Withholding Dividend payments with respect to Class A ordinary shares and proceeds from the sale, exchange or redemption of Class A ordinary shares and public warrants may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances. The Domestication Effects of the Domestication Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is defined to include a “mere change in identity, form, or place of organization of one corporation, however effected.” Pursuant to the domestication, Tuatara will change its jurisdiction of incorporation from the Cayman Islands to Delaware and will change its name to New SpringBig. The domestication should qualify as an F Reorganization for U.S. federal income tax purposes. However, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. The remainder of this disclosure assumes that the domestication qualifies as an F Reorganization. Except as provided below under “Section 367” and “PFIC Considerations”: U.S. Holders generally will not recognize taxable gain or loss as a result of the domestication for U.S. federal income tax purposes, the tax basis of a share of common stock or warrant received by a U.S. Holder in the domestication will equal the U.S. Holder’s tax basis in the Tuatara Class A ordinary share or public warrant, as the case may be, surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below), and the holding period for the common stock or warrant received by a U.S. Holder in the domestication will include such U.S. Holder’s holding period for the Class A ordinary share or public warrant surrendered in exchange therefor. Because the domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders and Non-U.S. Holders exercising such redemption rights will (if the domestication occurs) be subject to the potential tax consequences of the domestication. All U.S. Holders considering exercising redemption rights are urged to consult with their tax advisors with respect to the potential tax consequences of the domestication and an exercise of redemption rights to them. Section 367 Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in an F Reorganization. Section 367 of the Code imposes income tax on certain United States persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the Code will generally apply to U.S. Holders of Tuatara at the time of the domestication. Because the domestication will occur prior to the redemption of holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the domestication. U.S. Holders of Tuatara that Own More Than 10% of Class A Ordinary Shares A U.S. Holder who on the date of the domestication is a 10% shareholder must include in income as a dividend the “all earnings and profits amount” attributable to the Class A ordinary shares it directly owns, within the meaning of Treasury Regulation Section 1.367(b)-2(d). A U.S. Holder’s ownership of warrants will be taken into account in determining whether such U.S. Holder is a 10% shareholder, and complex attribution rules apply in determining whether a U.S. Holder owns 10% or more (by vote or value) of Tuatara’s Class A ordinary shares. A 10% shareholder’s all earnings and profits amount with respect to its Class A ordinary shares is the net positive earnings and profits of Tuatara (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such shares. Treasury Regulation Section 1.367(b)-2(d)(3) provides that the all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock. Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), a 10% shareholder should be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its Class A ordinary shares. If Tuatara’s cumulative earnings and profits through the date of the domestication are not greater than zero, then a U.S. Holder should not be required to include in gross income an all earnings and profits amount with respect to its Class A ordinary shares. However, if Tuatara’s earnings and profits are greater than zero through the date of the domestication, depending upon the period in which a U.S. Holder held its Class A ordinary shares, such U.S. Shareholder could be required to include its earnings and profits amount in income as a deemed dividend under Treasury Regulation Section 1.367(b)-3(b)(3) as a result of the domestication. The determination of Tuatara’s earnings and profits is complex and may be impacted by numerous factors. U.S. Holders of Tuatara that Own Less Than 10% of Tuatara Shares Subject to the discussion below under “PFIC Considerations,” a U.S. Holder who on the date of the domestication actually and constructively owns Tuatara shares with a fair market value of $50,000 or more but who is not a 10% shareholder will recognize gain (but not loss) with respect to the deemed receipt of shares of common stock in the domestication unless such holder elects to recognize the “all earnings and profits” amount as described below. Unless a U.S. Holder makes the “all earnings and profits” election as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to the deemed receipt of shares of common stock in the domestication. Any such gain should be equal to the excess of the fair market value of the shares of common stock received over the U.S. Holder’s adjusted basis in the Class A ordinary shares deemed to be surrendered in exchange therefor. Such gain should be capital gain, and should be long-term capital gain if the U.S. Holder held the Class A ordinary shares for longer than one year. Long-term capital gains of non-corporate taxpayers are generally subject to tax at preferential rates under current law. In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its Class A ordinary shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things: (i) a statement that the domestication is a Section 367(b) exchange; (ii) a complete description of the domestication; (iii) a description of any stock, securities, or other consideration transferred or received in the domestication; (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes; (v) a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Tuatara establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s Class A ordinary shares and (B) a representation that the U.S. Holder has notified New SpringBig that such U.S. Holder is making the election; and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations thereunder. In addition, the election must be attached by the U.S. Holder to its timely filed U.S. federal income tax return for the year of the domestication and the U.S. Holder must send notice to New SpringBig of the election no later than the date such tax return is filed. There is no assurance that Tuatara will timely provide the required information for making this election. If Tuatara’s cumulative earnings and profits are not greater than zero through the date of the domestication, a U.S. Holder who makes this election should generally not have an income inclusion under Section 367(b) of the Code provided the U.S. Holder properly executes the election and complies with the applicable notice requirements. If Tuatara had positive earnings and profits through the date of the domestication, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its Class A ordinary shares, and thus could be required to include that amount in income as a deemed dividend as a result of the domestication. U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING WHEN AND WHETHER TO MAKE THIS ELECTION AND, IF THE ELECTION IS DETERMINED TO BE ADVISABLE, THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO THIS ELECTION. U.S. Holders that Own Class A Ordinary Shares with a Fair Market Value Less Than $50,000 Subject to the discussion below under “PFIC Considerations,” a U.S. Holder who on the date of the domestication owns (or is considered to own) Class A ordinary shares with a fair market value less than $50,000 and is not a 10% shareholder should not be required to recognize any gain or loss under Section 367 of the Code in connection with the domestication, and generally should not be required to include any part of the all earnings and profits amount in income. U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TIMING OF THE APPLICABILITY AND THE CONSEQUENCES OF SECTION 367(B) IN THE CASE OF THE DOMESTICATION. Tax Consequences for U.S. Holders of Public Warrants Subject to the considerations described above relating to Section 367(b) of the Code and below relating to PFIC considerations, a U.S. Holder of public warrants should not recognize gain or loss for U.S. federal income tax purposes with respect to the exchange of public warrants for New SpringBig public warrants in the domestication. PFIC Considerations As discussed under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Passive Foreign Investment Company Rules” above, Tuatara expects that it likely met the PFIC tests for the taxable year ending on December 31, 2021 and the taxable year in which the business combination occurs. In addition to the discussion under the heading “Section 367” above, the domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code. Even if the domestication qualifies as an F reorganization for U.S. federal income tax purposes, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are in effect under Section 1291(f). Proposed Treasury Regulations under Section 1291(f) of the Code were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their current form, those regulations would require taxable gain recognition by a U.S. Holder with respect to its exchange of Tuatara securities for New SpringBig securities in the domestication if Tuatara were classified as a PFIC for any taxable year during such U.S. Holder’s holding period in the Tuatara securities unless, in the case of Class A ordinary shares, such U.S. Holder made a timely and effective QEF election for Tuatara’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, or made a QEF election along with a purging election (if the QEF election was not made with respect to such first taxable year or was made with respect to Class A ordinary shares received pursuant to an exercise of a public warrant), or made a mark-to-market election (a U.S. Holder that has not made such a QEF or mark-to-market election, a “Non-Electing Shareholder” and any U.S. Holder that has made such a QEF election (or QEF election along with a purging election, or mark-to-market election), an “Electing Shareholder”). Any such gain would be treated as an “excess distribution” made in the year of the domestication and subject to the special tax and interest charge rules discussed above under “Passive Foreign Investment Company Rules.” In addition, such regulations would provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations under Section 1291(f) of the Code applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of Code requires the shareholder to recognize gain or include an amount in income as a distribution under Section 301 of the Code, the gain realized on the transfer is taxable as an excess distribution under Section 1291 of the Code, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under Section 1291 of the Code is taxable as provided under Section 367(b) of the Code. See the discussion above under the section entitled “Section 367.” The proposed Treasury Regulations under Section 1291(f) of the Code (if finalized in their current form) should not apply to an Electing Shareholder with respect to its Class A ordinary shares for which a timely QEF election (or a QEF election along with a purging election, or mark-to-market election) is made. An Electing Shareholder may, however, be subject to the rules discussed above under the section entitled “Section 367.” The application of the PFIC rules to warrants is unclear. A proposed regulation issued under the PFIC rules generally treats an “option” to acquire the stock of a PFIC as stock of the PFIC, while a final regulation issued under the PFIC rules provides that the holder of an option is not entitled make a QEF election with respect to the option. It is possible that the proposed Treasury Regulations under Section 1291(f) of the Code (if finalized in their current form) may apply to cause gain recognition under the PFIC rules on the exchange of public warrants for New SpringBig warrants pursuant to the domestication. The rules dealing with PFICs and with the QEF election, purging election and mark-to-market election are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of Class A ordinary shares or warrants should consult its own tax advisor concerning the application of the PFIC rules to such Class A ordinary shares or public warrants under such U.S. Holder’s particular circumstances. Tax Consequences of a Redemption of Common Stock to U.S. Holders and Non-U.S. Holders If the domestication is consummated, Tuatara will become New SpringBig prior to any redemption of equity held by holders that elect to redeem their equity interests in Tuatara in connection with the vote regarding the Business Combination Proposal. Accordingly, at the time of any such redemption, such holders will hold shares of common stock. The treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the common stock under the 302 tests discussed under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Redemption of Class A Ordinary Shares” above. Whether a redemption by New SpringBig meets one of the 302 tests will, in turn, depend largely on the total number of New SpringBig shares treated as held by the holder (including any shares constructively owned by the holder as a result of owning warrants) relative to all New SpringBig shares outstanding both before and after such redemption or purchase. If the redemption or purchase by New SpringBig qualifies as a sale of common stock, the U.S. Holder will be treated as described under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Public Warrants” above (other than with respect to the consequences described under “Passive Foreign Investment Company Rules”) and Non-U.S. Holders will be treated as described under “Tax Consequences of the Ownership and Disposition of Common Stock and New SpringBig Warrants After the Business Combination − Non-U.S. Holders − Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and New SpringBig Warrants” below. If the redemption or purchase by New SpringBig does not qualify as a sale of common stock, (i) U.S. Holders will be treated as receiving a corporate distribution with the tax consequences to U.S. Holders described above under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Taxation of Distributions” (other than with respect to the consequences described under “Passive Foreign Investment Company Rules”), and (ii) Non-U.S. Holders will be subject to the tax consequences described below under “Tax Consequences of the Ownership and Disposition of Common Stock and New SpringBig Warrants After the Business Combination − Non-U.S. Holders − Taxation of Distributions on Common Stock and Constructive Distributions on New SpringBig Warrants.” Because the satisfaction of the 302 tests described above is dependent on matters of fact, the withholding agents may presume, for withholding purposes, that all amounts paid to Non-U.S. Holders in connection with a redemption are treated as distributions in respect of their shares. Accordingly, a Non-U.S. Holder should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to a Non-U.S. Holder pursuant to a redemption at a rate of 30% unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). Each holder should consult with its own tax advisors as to the tax consequences to it of any redemption of its common stock, including its ability to obtain a refund of any amounts withheld by filing an appropriate claim for a refund with the IRS in the event that the Non-U.S. Holder is not treated as receiving a dividend under the 302 tests. See “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Warrants if the Domestication Does Not Occur − U.S. Holders − Redemption of Class A Ordinary Shares” and “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Warrants if the Domestication Does Not Occur − Non-U.S. Holders” above for a discussion of the consequences of a redemption of Class A ordinary shares in the event that the domestication does not occur. Tax Consequences of the Receipt of Additional Shares by Non-Redeeming Tuatara Shareholders The tax consequences of the receipt of additional shares by U.S. Holders that do not exercise their redemption rights (“Additional Shares”) are not clear under current law. It is more likely than not that the receipt of Additional Shares will be treated as a stock dividend, in which case U.S. Holders and Non-U.S. Holders would not be subject to tax upon the receipt of the Additional Shares. Under that treatment, a U.S. Holder's tax basis in the Class A ordinary shares that it holds prior to the receipt of Additional Shares (the "Old Shares") will be allocated between the Old Shares and the Additional Shares it receives, in proportion to the fair market values of each at the time that the Additional Shares are received. It is also possible that a U.S. Holder would be required to include the fair market value of Additional Shares received in income. In that case, the basis of Additional Shares received will be the fair market value of the shares at the time of receipt. If a Non-U.S. Holder is required to include the fair market value of Addition Shares received in income, such holder may be subject to withholding at a rate of 30% of the fair market value of the Additional Shares, unless such holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). All holders should consult their tax advisors regarding the tax consequences of the receipt of Additional Shares. Tax Consequences of the Ownership and Disposition of Common Stock and New SpringBig Warrants After the Business Combination U.S. Holders Dividend payments with respect to Class A ordinary shares and proceeds from the sale, exchange or redemption of A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances. The Domestication Effects of the Domestication Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is defined to include a “mere change in identity, form, or place of organization of one corporation, however effected.” Pursuant to the domestication, Tuatara will change its jurisdiction of incorporation from the Cayman Islands to Delaware and will change its name to New SpringBig. The domestication should qualify as an F Reorganization for U.S. federal income tax purposes. However, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. The remainder of this disclosure assumes that the domestication qualifies as an F Reorganization. Except as provided below under “Section 367” and “PFIC Considerations”: U.S. Holders generally will not recognize taxable gain or loss as a result of the domestication for U.S. federal income tax purposes, the tax basis of a share of common stock or warrant received by a U.S. Holder in the domestication will equal the U.S. Holder’s tax basis in the Tuatara Class A ordinary share or public warrant, as the case may be, surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below), and the holding period for the common stock or warrant received by a U.S. Holder in the domestication will include such U.S. Holder’s holding period for the Class A ordinary share or public warrant surrendered in exchange therefor. Because the domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders and Non-U.S. Holders exercising such redemption rights will (if the domestication occurs) be subject to the potential tax consequences of the domestication. All U.S. Holders considering exercising redemption rights are urged to consult with their tax advisors with respect to the potential tax consequences of the domestication and an exercise of redemption rights to them. Section 367 Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in an F Reorganization. Section 367 of the Code imposes income tax on certain United States persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the 155 Code will generally apply to U.S. Holders of Tuatara at the time of the domestication. Because the domestication will occur prior to the redemption of holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the domestication. U.S. Holders of Tuatara that Own More Than 10% of Class A Ordinary Shares A U.S. Holder A 10% shareholder’s all earnings and profits amount with respect to its Class A ordinary shares is the net positive earnings and profits of Tuatara (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such shares. Treasury Regulation Section 1.367(b)-2(d)(3) provides that the all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock. Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), a 10% shareholder should be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its Class A ordinary shares. If Tuatara’s cumulative earnings and profits through the date of the domestication are not greater than zero, then a U.S. Holder should not be required to include in gross income U.S. Holders of Tuatara that Own Less Than 10% of Tuatara Shares Subject to the discussion below under “PFIC Considerations,” a U.S. Holder who on the date of the domestication actually and constructively owns Tuatara shares with a fair market value of $50,000 or more but who is not a 10% shareholder will recognize gain (but not loss) with respect to the deemed receipt of shares of common stock in the domestication unless such holder elects to recognize the “all earnings and profits” amount as described below. Unless a U.S. Holder makes the “all earnings and profits” election as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to the deemed receipt of shares of common stock in the domestication. Any such gain should be equal to the excess of the fair market value of the shares of common stock received over the U.S. Holder’s adjusted basis in the Class A ordinary shares deemed to be surrendered in exchange therefor. Such gain should be capital gain, and should be long-term capital gain if the U.S. Holder held the Class A ordinary shares for longer than one year. Long-term capital gains of non-corporate taxpayers are generally subject to tax at preferential rates under current law. In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its Class A ordinary shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things: (i) a statement that the domestication is a Section 367(b) exchange; (ii) a complete description of the domestication; (iii) a description of any stock, securities, or other consideration transferred or received in the domestication; (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax 156 election; and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations thereunder. In addition, the election must be attached by the U.S. Holder to its timely filed U.S. federal income tax return for the year of the domestication and the U.S. Holder must send notice to New SpringBig of the election no later than the date such tax return is filed. There is no assurance that Tuatara will timely provide the required information for making this election. If Tuatara’s cumulative earnings and profits are not greater than zero through the date of the domestication, a U.S. Holder who makes this election should generally not have an income inclusion under Section 367(b) of the Code provided the U.S. Holder properly executes the election and complies with the applicable notice requirements. If Tuatara had positive earnings and profits through the date of the domestication, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its Class A ordinary shares, and thus could be required to include that amount in U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING WHEN AND WHETHER TO MAKE THIS ELECTION AND, IF THE ELECTION IS DETERMINED TO BE ADVISABLE, THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO THIS ELECTION. U.S. Holders that Own Class A Ordinary Shares with a Fair Market Value Less Than $50,000 Subject to the discussion below under “PFIC Considerations,” a U.S. Holder who on the date of the domestication owns (or is considered to own) Class A ordinary shares with a fair market value less than $50,000 and is not a 10% shareholder should not be required to recognize any gain or loss under Section 367 of the Code in connection with the domestication, and generally should not be required to include any part of the all earnings and profits amount in income. U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TIMING OF THE APPLICABILITY AND THE CONSEQUENCES OF SECTION 367(B) IN THE CASE OF THE DOMESTICATION. Tax Consequences for U.S. Holders of Public Warrants Subject to the considerations described above relating to Section 367(b) of the Code and below PFIC Considerations As discussed under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Passive Foreign Investment Company Rules” above, Tuatara expects that it likely met the PFIC tests for the taxable year ending on December 31, 2021 and the taxable year in which the business combination occurs. In addition to the discussion under the heading “Section 367” above, the domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code. Even if the domestication qualifies as an F reorganization for U.S. federal income tax purposes, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are in effect under Section 1291(f). Proposed Treasury Regulations under Section 1291(f) of the Code were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their current form, those regulations would require taxable gain recognition by a U.S. Holder with respect to its exchange of Tuatara securities for New SpringBig securities in the domestication if Tuatara were classified as a PFIC for any taxable year during such U.S. Holder’s holding period in the Tuatara securities unless, in the case of Class A ordinary shares, such U.S. Holder made a timely and effective QEF election for Tuatara’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, or made a QEF election along with a purging election (if the QEF election was not made with respect to such first taxable year or was made with respect to Class A ordinary shares received pursuant to an exercise of a public warrant), or made a mark-to-market election (a U.S. Holder that has not made such a QEF or mark-to-market election, a “Non-Electing Shareholder” and any U.S. Holder that has made such a QEF election (or QEF election along with a purging election, or mark-to-market election), an “Electing Shareholder”). Any such gain would be treated as an “excess distribution” made in the year of the domestication and subject to the special tax and interest charge rules discussed above under “Passive Foreign Investment Company 157 Rules.” In addition, such regulations would provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations under Section 1291(f) of the Code applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of Code requires the shareholder to recognize gain or include an amount in income as a distribution under Section 301 of the Code, the gain realized on the transfer is taxable as an excess distribution under Section 1291 of The rules dealing with PFICs and with the QEF election, purging election and mark-to-market election are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of Class A ordinary shares or warrants should consult its own tax advisor concerning the application of the PFIC rules to such Class A ordinary shares or public warrants under such U.S. Holder’s particular circumstances. Tax Consequences of a Redemption of Common Stock to U.S. Holders and Non-U.S. Holders If the domestication is consummated, Tuatara will become New SpringBig prior to any redemption of equity held by holders that elect to redeem their equity interests in Tuatara in connection with the vote regarding the Business Combination Proposal. Accordingly, at the time of any such redemption, such holders will hold shares of common stock. The treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the common stock under the 302 tests discussed under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Redemption of Class A Ordinary Shares” above. Whether a redemption by New SpringBig meets one of the 302 tests will, in turn, depend largely on the total number of New SpringBig shares treated as held by the holder (including any shares constructively owned by the holder as a result of owning warrants) relative to all New SpringBig shares outstanding both before and after such redemption or purchase. If the redemption or purchase by New SpringBig qualifies as a sale of common stock, the U.S. Holder will be treated as 158 an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other The It is also possible that a U.S. All holders should consult their tax advisors regarding the Tax Consequences of the Information Reporting and Backup Withholding Dividend payments with respect to Class A ordinary shares and proceeds from the sale, exchange or redemption of Class A ordinary shares and public warrants may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances. The Domestication Effects of the Domestication Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is defined to include a “mere change in identity, form, or place of organization of one corporation, however effected.” Pursuant to the domestication, Tuatara will change its jurisdiction of incorporation from the Cayman Islands to Delaware and will change its name to New SpringBig. The domestication should qualify as an F Reorganization for U.S. federal income tax purposes. However, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. The remainder of this disclosure assumes that the domestication qualifies as an F Reorganization. Except as provided below under “Section 367” and “PFIC Considerations”: U.S. Holders generally will not recognize taxable gain or loss as a result of the domestication for U.S. federal income tax purposes, the tax basis of a share of common stock or warrant received by a U.S. Holder in the domestication will equal the U.S. Holder’s tax basis in the Tuatara Class A ordinary share or public warrant, as the case may be, surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below), and the holding period for the common stock or warrant received by a U.S. Holder in the domestication will include such U.S. Holder’s holding period for the Class A ordinary share or public warrant surrendered in exchange therefor. Because the domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders and Non-U.S. Holders exercising such redemption rights will (if the domestication occurs) be subject to the potential tax consequences of the domestication. All U.S. Holders considering exercising redemption rights are urged to consult with their tax advisors with respect to the potential tax consequences of the domestication and an exercise of redemption rights to them. Section 367 Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in an F Reorganization. Section 367 of the Code imposes income tax on certain United States persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the 155 Code will generally apply to U.S. Holders of Tuatara at the time of the domestication. Because the domestication will occur prior to the redemption of holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the domestication. U.S. Holders of Tuatara that Own More Than 10% of Class A Ordinary Shares A U.S. Holder who on the date of the domestication is a 10% shareholder must include in income as a dividend the “all earnings and profits amount” attributable to the Class A ordinary shares it directly owns, within the meaning of Treasury Regulation Section 1.367(b)-2(d). A U.S. Holder’s ownership of warrants will be taken into account in determining whether such U.S. Holder is a 10% shareholder, and complex attribution rules apply in determining whether a U.S. Holder owns 10% or more (by vote or value) of Tuatara’s Class A ordinary shares. A 10% shareholder’s all earnings and profits amount with respect to its Class A ordinary shares is the net positive earnings and profits of Tuatara (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such shares. Treasury Regulation Section 1.367(b)-2(d)(3) provides that the all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock. Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), a 10% shareholder should be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its Class A ordinary shares. If Tuatara’s cumulative earnings and profits through the date of the domestication are not greater than zero, then a U.S. Holder should not be required to include in gross income an all earnings and profits amount with respect to its Class A ordinary shares. However, if Tuatara’s earnings and profits are greater than zero through the date of the domestication, depending upon the period in which a U.S. Holder held its Class A ordinary shares, such U.S. Shareholder could be required to include its earnings and profits amount in income as a deemed dividend under Treasury Regulation Section 1.367(b)-3(b)(3) as a result of the domestication. The determination of Tuatara’s earnings and profits is complex and may be impacted by numerous factors. U.S. Holders of Tuatara that Own Less Than 10% of Tuatara Shares Subject to the discussion below under “PFIC Considerations,” a U.S. Holder who on the date of the domestication actually and constructively owns Tuatara shares with a fair market value of $50,000 or more but who is not a 10% shareholder will recognize gain (but not loss) with respect to the deemed receipt of shares of common stock in the domestication unless such holder elects to recognize the “all earnings and profits” amount as described below. Unless a U.S. Holder makes the “all earnings and profits” election as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to the deemed receipt of shares of common stock in the domestication. Any such gain should be equal to the excess of the fair market value of the shares of common stock received over the U.S. Holder’s adjusted basis in the Class A ordinary shares deemed to be surrendered in exchange therefor. Such gain should be capital gain, and should be long-term capital gain if the U.S. Holder held the Class A ordinary shares for longer than one year. Long-term capital gains of non-corporate taxpayers are generally subject to tax at preferential rates under current law. In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its Class A ordinary shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things: (i) a statement that the domestication is a Section 367(b) exchange; (ii) a complete description of the domestication; (iii) a description of any stock, securities, or other consideration transferred or received in the domestication; (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes; (v) a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Tuatara establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s Class A ordinary shares and (B) a representation that the U.S. Holder has notified New SpringBig that such U.S. Holder is making the 156 election; and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations thereunder. In addition, the election must be attached by the U.S. Holder to its timely filed U.S. federal income tax return for the year of the domestication and the U.S. Holder must send notice to New SpringBig of the election no later than the date such tax return is filed. There is no assurance that Tuatara will timely provide the required information for making this election. If Tuatara’s cumulative earnings and profits are not greater than zero through the date of the domestication, a U.S. Holder who makes this election should generally not have an income inclusion under Section 367(b) of the Code provided the U.S. Holder properly executes the election and complies with the applicable notice requirements. If Tuatara had positive earnings and profits through the date of the domestication, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its Class A ordinary shares, and thus could be required to include that amount in income as a deemed dividend as a result of the domestication. U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING WHEN AND WHETHER TO MAKE THIS ELECTION AND, IF THE ELECTION IS DETERMINED TO BE ADVISABLE, THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO THIS ELECTION. U.S. Holders that Own Class A Ordinary Shares with a Fair Market Value Less Than $50,000 Subject to the discussion below under “PFIC Considerations,” a U.S. Holder who on the date of the domestication owns (or is considered to own) Class A ordinary shares with a fair market value less than $50,000 and is not a 10% shareholder should not be required to recognize any gain or loss under Section 367 of the Code in connection with the domestication, and generally should not be required to include any part of the all earnings and profits amount in income. U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TIMING OF THE APPLICABILITY AND THE CONSEQUENCES OF SECTION 367(B) IN THE CASE OF THE DOMESTICATION. Tax Consequences for U.S. Holders of Public Warrants Subject to the considerations described above relating to Section 367(b) of the Code and below relating to PFIC considerations, a U.S. Holder of public warrants should not recognize gain or loss for U.S. federal income tax purposes with respect to the exchange of public warrants for New SpringBig public warrants in the domestication. PFIC Considerations As discussed under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Passive Foreign Investment Company Rules” above, Tuatara expects that it likely met the PFIC tests for the taxable year ending on December 31, 2021 and the taxable year in which the business combination occurs. In addition to the discussion under the heading “Section 367” above, the domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code. Even if the domestication qualifies as an F reorganization for U.S. federal income tax purposes, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are in effect under Section 1291(f). Proposed Treasury Regulations under Section 1291(f) of the Code were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their current form, those regulations would require taxable gain recognition by a U.S. Holder with respect to its exchange of Tuatara securities for New SpringBig securities in the domestication if Tuatara were classified as a PFIC for any taxable year during such U.S. Holder’s holding period in the Tuatara securities unless, in the case of Class A ordinary shares, such U.S. Holder made a timely and effective QEF election for Tuatara’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, or made a QEF election along with a purging election (if the QEF election was not made with respect to such first taxable year or was made with respect to Class A ordinary shares received pursuant to an exercise of a public warrant), or made a mark-to-market election (a U.S. Holder that has not made such a QEF or mark-to-market election, a “Non-Electing Shareholder” and any U.S. Holder that has made such a QEF election (or QEF election along with a purging election, or mark-to-market election), an “Electing Shareholder”). Any such gain would be treated as an “excess distribution” made in the year of the domestication and subject to the special tax and interest charge rules discussed above under “Passive Foreign Investment Company 157 Rules.” In addition, such regulations would provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations under Section 1291(f) of the Code applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of Code requires the shareholder to recognize gain or include an amount in income as a distribution under Section 301 of the Code, the gain realized on the transfer is taxable as an excess distribution under Section 1291 of the Code, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under Section 1291 of the Code is taxable as provided under Section 367(b) of the Code. See the discussion above under the section entitled “Section 367.” The proposed Treasury Regulations under Section 1291(f) of the Code (if finalized in their current form) should not apply to an Electing Shareholder with respect to its Class A ordinary shares for which a timely QEF election (or a QEF election along with a purging election, or mark-to-market election) is made. An Electing Shareholder may, however, be subject to the rules discussed above under the section entitled “Section 367.” The application of the PFIC rules to warrants is unclear. A proposed regulation issued under the PFIC rules generally treats an “option” to acquire the stock of a PFIC as stock of the PFIC, while a final regulation issued under the PFIC rules provides that the holder of an option is not entitled make a QEF election with respect to the option. It is possible that the proposed Treasury Regulations under Section 1291(f) of the Code (if finalized in their current form) may apply to cause gain recognition under the PFIC rules on the exchange of public warrants for New SpringBig warrants pursuant to the domestication. The rules dealing with PFICs and with the QEF election, purging election and mark-to-market election are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of Class A ordinary shares or warrants should consult its own tax advisor concerning the application of the PFIC rules to such Class A ordinary shares or public warrants under such U.S. Holder’s particular circumstances. Tax Consequences of a Redemption of Common Stock to U.S. Holders and Non-U.S. Holders If the domestication is consummated, Tuatara will become New SpringBig prior to any redemption of equity held by holders that elect to redeem their equity interests in Tuatara in connection with the vote regarding the Business Combination Proposal. Accordingly, at the time of any such redemption, such holders will hold shares of common stock. The treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the common stock under the 302 tests discussed under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Redemption of Class A Ordinary Shares” above. Whether a redemption by New SpringBig meets one of the 302 tests will, in turn, depend largely on the total number of New SpringBig shares treated as held by the holder (including any shares constructively owned by the holder as a result of owning warrants) relative to all New SpringBig shares outstanding both before and after such redemption or purchase. If the redemption or purchase by New SpringBig qualifies as a sale of common stock, the U.S. Holder will be treated as described under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Public Warrants” above (other than with respect to the consequences described under “Passive Foreign Investment Company Rules”) and Non-U.S. Holders will be treated as described under “Tax Consequences of the Ownership and Disposition of Common Stock and New SpringBig Warrants After the Business Combination − Non-U.S. Holders − Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and New SpringBig Warrants” below. If the redemption or purchase by New SpringBig does not qualify as a sale of common stock, (i) U.S. Holders will be treated as receiving a corporate distribution with the tax consequences to U.S. Holders described above under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Public Warrants if the Domestication Does Not Occur − U.S. Holders − Taxation of Distributions” (other than with respect to the consequences described under “Passive Foreign Investment Company Rules”), and (ii) Non-U.S. Holders will be subject to the tax consequences described below under “Tax Consequences of the Ownership and Disposition of Common Stock and New SpringBig Warrants After the Business Combination − Non-U.S. Holders − Taxation of Distributions on Common Stock and Constructive Distributions on New SpringBig Warrants.” Because the satisfaction of the 302 tests described above is dependent on matters of fact, the withholding agents may presume, for withholding purposes, that all amounts paid to Non-U.S. Holders in connection with a redemption are treated as distributions in respect of their shares. Accordingly, a Non-U.S. Holder should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to a Non-U.S. Holder pursuant to a redemption at a rate of 30% unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under 158 an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). Each holder should consult with its own tax advisors as to the tax consequences to it of any redemption of its common stock, including its ability to obtain a refund of any amounts withheld by filing an appropriate claim for a refund with the IRS in the event that the Non-U.S. Holder is not treated as receiving a dividend under the 302 tests. See “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Warrants if the Domestication Does Not Occur − U.S. Holders − Redemption of Class A Ordinary Shares” and “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Warrants if the Domestication Does Not Occur − Non-U.S. Holders” above for a discussion of the consequences of a redemption of Class A ordinary shares in the event that the domestication does not occur. Tax Consequences of the Receipt of Additional Shares by Non-Redeeming Tuatara Shareholders The tax consequences of the receipt of additional shares by U.S. Holders that do not exercise their redemption rights (“Additional Shares”) are not clear under current law. It is more likely than not that the receipt of Additional Shares will be treated as a stock dividend, in which case U.S. Holders and Non-U.S. Holders would not be subject to tax upon the receipt of the Additional Shares. Under that treatment, a U.S. Holder's tax basis in the Class A ordinary shares that it holds prior to the receipt of Additional Shares (the "Old Shares") will be allocated between the Old Shares and the Additional Shares it receives, in proportion to the fair market values of each at the time that the Additional Shares are received. It is also possible that a U.S. Holder would be required to include the fair market value of Additional Shares received in income. In that case, the basis of Additional Shares received will be the fair market value of the shares at the time of receipt. If a Non-U.S. Holder is required to include the fair market value of Addition Shares received in income, such holder may be subject to withholding at a rate of 30% of the fair market value of the Additional Shares, unless such holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). All holders should consult their tax advisors regarding the tax consequences of the receipt of Additional Shares. Tax Consequences of the Ownership and Disposition of Common Stock and New SpringBig Warrants After the Business Combination U.S. Holders Taxation of Distributions on Common Stock A U.S. Holder generally will be required to include in gross income as dividends the amount of any cash distribution paid on common stock to the extent the distribution is paid out of New SpringBig’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will be taxable to a corporate U.S. Holder at regular rates but will be eligible (subject to applicable requirements and limitations) for the dividends received deduction. Distributions in excess of current and accumulated earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its stock (but not below zero) and, to the extent in excess of basis, will be treated as gain from the sale or exchange of such stock as described below under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and New SpringBig Warrants.” With respect to non-corporate U.S. Holders, under tax laws currently in effect, dividends generally will be taxed at the lower applicable long-term capital gains rate (see “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and New SpringBig Warrants” below), subject to applicable requirements and limitations. Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and New SpringBig Warrants A U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of common stock or New SpringBig warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for common stock or New SpringBig warrants so disposed of exceeds one year at the 159 time of disposition. It is unclear, however, whether the redemption rights with respect to the common stock described in this proxy statement/prospectus may suspend the running of the applicable holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. Holders are generally subject to tax at preferential rates under current law. The deductibility of capital losses is subject to limitations. The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its common stock or New SpringBig warrants disposed of. Exercise or Lapse of a New SpringBig Warrant Except with respect to the application of the PFIC rules, the tax consequences of the exercise or lapse of a New SpringBig warrant will generally be the same as the tax consequences of the exercise or lapse of a public warrant, as discussed above under “Tax Consequences of the Ownership and Disposition of Class A Ordinary Shares and Warrants if the Domestication Does Not Occur − U.S. Holders − Exercise or Lapse of a Public Warrant.” Possible Constructive Distributions The terms of each New SpringBig warrant provide for an adjustment to the number of shares of common stock for which a New SpringBig warrant may be exercised or to the exercise price of a New SpringBig warrant in certain events, as discussed in the section of this proxy statement/prospectus entitled “Description of New SpringBig Securities − Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. U.S. Holders of New SpringBig warrants would, however, be treated as receiving a constructive distribution from New SpringBig if, for example, the adjustment increases the warrant holders’ proportionate interest in New SpringBig’s assets or earnings and profits (e.g., through an increase in the number of shares of common stock that would be obtained upon exercise) as a result of a distribution of cash or other property to the holders of common stock. Such constructive distribution would be subject to tax as described under “Taxation of Distributions on Common Stock” above in the same manner as if the U.S. Holders of the New SpringBig warrants received a cash distribution from New SpringBig equal to the fair market value of such increased interest. Proposed Treasury Regulations, which may be relied on prior to the issuance of final Treasury Regulations, specify how the date and amount of constructive distributions are determined. Non-U.S. Holders Taxation of Distributions on Common Stock and Constructive Distributions on New SpringBig Warrants Any cash distribution (or a constructive distribution) that New SpringBig makes to a Non-U.S. Holder of New SpringBig securities, to the extent paid out of New SpringBig’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute a dividend for U.S. federal income tax purposes. For a discussion regarding what constitutes a constructive distribution see “U.S. Holders – Possible Constructive Distributions” above. Any such dividends paid or deemed paid to a Non-U.S. Holder in respect of common stock (or New SpringBig warrants) that are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, as described below, generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). It is possible that withholding agents will withhold 30% from the amount of an entire distribution. If U.S. federal income tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, the Non-U.S. Holder may obtain a refund of all or a portion of the excess amount withheld by timely filing a claim for refund with the IRS. Any such distribution not constituting a dividend generally will be treated, for U.S. federal income tax purposes, first as reducing the Non-U.S. Holder’s adjusted tax basis in such securities (but not below zero) and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain from the sale or other taxable disposition of such securities, which will be treated as described under “Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and New SpringBig Warrants” below. Dividends (including constructive dividends) that New SpringBig pays to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to the foregoing U.S. federal withholding tax, provided such Non-U.S. Holder complies with certain 160 certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, unless an applicable income tax treaty provides otherwise, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the regular U.S. federal income tax rates applicable to a comparable U.S. Holder. In addition, if the Non-U.S. Holder is a corporation, such Non-U.S. Holder’s effectively connected earnings and profits (subject to adjustments) may be subject to a U.S. federal “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty). Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and New SpringBig Warrants A Non-U.S. Holder generally will not be subject to U.S. federal income tax in respect of gain recognized on a sale, exchange or other disposition of common stock or New SpringBig warrants unless: the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States; or New SpringBig is or has been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, except if the New SpringBig Class A common shares are regularly traded on an established securities market and certain other conditions are met. Unless an applicable tax treaty provides otherwise, any gain described in the bullet points above generally will be subject to U.S. federal income tax, net of certain deductions, at the regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in addition, a Non-U.S. Holder described in the first bullet point that is a foreign corporation will generally be subject to U.S. federal “branch profits tax” at a 30% rate (or a lower applicable tax treaty rate) on such Non-U.S. Holder’s effectively connected earnings and profits (subject to adjustments). Information Reporting and Backup Withholding Dividend payments with respect to shares of common stock and proceeds from the sale, exchange or redemption of shares of common stock or New SpringBig warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting (other than with respect to dividends) and backup withholding by providing certification of its non-U.S. status on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Foreign Account Tax Compliance Act Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), payments of dividends on and the gross proceeds of dispositions of common stock or warrants of a U.S. issuer paid to (i) a “foreign financial institution” (as specifically defined in the Code) or (ii) a “non-financial foreign entity” (as specifically defined in the Code) will be subject to a withholding tax (separate and apart from, but without duplication of, the withholding tax described above) at a rate of 30%, unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption from these rules applies. Under proposed Treasury Regulations, the preamble to which states that taxpayers may rely on them until final Treasury Regulations are issued, this withholding tax will not apply to the gross proceeds from the sale or disposition of New SpringBig securities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Non-U.S. holders should consult their tax advisors regarding the possible implications of this withholding tax on their New SpringBig securities. Overview Our shareholders are being asked to approve and adopt the merger agreement and the transactions contemplated thereby. For a summary of the merger agreement and the business combination, including the background of the business combination, Tuatara’s board of directors’ reasons for the business combination and related matters, see “The Business Combination” beginning on page Vote Required for Approval The Business Combination Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Business Combination Proposal. Failure to vote by proxy or to vote Full Text of the Resolution “RESOLVED, as an ordinary resolution, that the transactions contemplated by the amended and restated agreement and plan of merger, dated as of Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL. Overview For purposes of complying with the Nasdaq Stock Market Listing Rules 5635(a), (b) and (d), our shareholders are being asked to approve the issuance of an aggregate of (i) 1,310,000 shares of common stock to the subscription investors pursuant to the subscription agreements and (ii) 24,500,000 shares of common stock to SpringBig shareholders pursuant to the merger agreement. Under the Nasdaq Stock Market Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock) or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Under the Nasdaq Stock Market Listing Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although The Nasdaq Stock Market has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), The Nasdaq Stock Market has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control. Under the Nasdaq Stock Market Listing Rule 5635(d), shareholder approval is required prior to a transaction, other than a public offering, involving the sale, issuance or potential issuance by a company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or “Substantial Shareholders” (as defined in the applicable Nasdaq rules) of a company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than a price that is the lesser of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “minimum price”). For a summary of the subscription agreements, please see the section entitled “The Business Combination – Related Agreements – PIPE Subscription Agreements” beginning on page Pursuant to the subscription agreements and the merger agreement, we will issue shares of common stock to the subscription investors and shares of common stock to SpringBig shareholders that will exceed 20% of the voting power outstanding before such issuance. As a result, Tuatara is required to obtain shareholder approval of such issuances pursuant to the Nasdaq Stock Market Listing Rule 5635(a). In addition, the issuance of the shares of common stock of New SpringBig to the subscription investors and the issuance of the shares of common stock to the SpringBig shareholders could collectively be deemed to result in a change of control of Tuatara. As a result, Tuatara is required to obtain shareholder approval of such issuances pursuant to the Nasdaq Stock Market Listing Rule 5635(b). Subscription investors will purchase our shares of common stock at $10.00 per share and SpringBig shareholders will receive shares of common stock based on an implied value of $10.00 per share pursuant to the merger agreement, in each case which may be below the minimum price, and thus, Tuatara is also obtaining shareholder approval of such issuances pursuant to the Nasdaq Stock Market Listing Rule 5635(d). Vote Required for Approval The Nasdaq Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of not less than a majority of the ordinary shares as of the record date that are present and vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast and will have no effect on the outcome of the vote on the Nasdaq Proposal. Failure to vote by proxy or to vote Full Text of the Resolution “RESOLVED, as an ordinary resolution, that, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC (the “Nasdaq”), the issuance by Tuatara of (i) 1,310,000 shares of common stock to the subscription investors pursuant to the subscription agreements and (ii) up to 24,500,000 shares of common stock to shareholders of SpringBig, Inc. pursuant to the merger agreement be confirmed, ratified, adopted and approved in all respects.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE NASDAQ PROPOSAL. Overview General Tuatara is proposing to change its corporate structure and domicile from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. This change will be implemented as a legal continuation of Tuatara under the applicable laws of the Cayman Islands and the State of Delaware as described under “The Domestication,” beginning on page The domestication will be effected by the filing of a Certificate of Corporate Domestication and the Certificate of Incorporation with the Delaware Secretary of State and filing an application to de-register Tuatara with the Registrar of Companies of the Cayman Islands. In connection with the domestication, all outstanding securities of Tuatara will convert to outstanding securities of the continuing Delaware corporation. The domestication will be effectuated prior to, but conditioned upon, the closing. The proposed charter, which will become effective upon the domestication, is attached to this proxy statement/prospectus as Annex B. At the effective time of the domestication, which will be the effective time of the business combination, the separate existence of Tuatara will cease as a Cayman Islands exempted company and will become and continue as a Delaware corporation. The existing organizational documents will be replaced by the proposed organizational documents and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and you will become a stockholder of New SpringBig with all rights as such governed by Delaware law. Change of Tuatara’s Corporate Name In connection with the domestication, which will be effectuated prior to, but conditioned upon, the closing of the business combination, the corporate name of Tuatara will change to “SpringBig Holdings, Inc.” Expected Accounting Treatment of the Domestication There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Tuatara as a result of the domestication. The business, capitalization, assets and liabilities and financial statements of New SpringBig immediately following the domestication will be the same as those of Tuatara immediately prior to the domestication. Vote Required for Approval The Domestication Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of Full Text of the Resolution “RESOLVED, as a special resolution that Tuatara Capital Acquisition Corporation be deregistered in the Cayman Islands pursuant to Article 47 of the amended and restated articles and memorandum of association of Tuatara (as amended) and be registered by way of continuation as a corporation in the State of Delaware.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL. In connection with the domestication, Tuatara’s shareholders are being asked to consider and vote upon a proposal to replace the existing organizational documents of Tuatara under the Cayman Islands Companies Act with the proposed organizational documents of New SpringBig under the DGCL, which differ materially from the existing organizational documents in the following respects:
Full Text of Resolution “RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of Tuatara Capital Acquisition Corporation (“Tuatara”) currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation and proposed new bylaws of Tuatara (following its domestication), substantially in the form attached to the proxy statement/prospectus as Annex B and Annex C, respectively, with such principal changes as described in Organizational Documents Proposals A-F. Overview Tuatara’s shareholders are being asked to approve Organizational Documents Proposal A, which would, upon the effective time of the domestication, (i) change our name from “Tuatara Capital Acquisition Corporation” to “SpringBig Holdings, Inc.”, (ii) adopt Delaware as the exclusive forum for certain stockholder litigation, (iii) make New SpringBig’s corporate existence perpetual, (iv) remove certain provisions related to our status as a blank check company that will no longer be applicable to us upon consummation of the business combination and (v) grant an explicit waiver regarding corporate opportunities to New SpringBig and its directors, subject to certain exceptions. Our board of directors believes that changing the corporate name is desirable to reflect the business combination with SpringBig and to clearly identify New SpringBig as the publicly traded entity. In addition, adopting Delaware as the exclusive forum for certain stockholder litigation is intended to assist us in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. Our proposed charter does not include provisions related to a blank check company (including those related to operation of the trust account, winding up our operations should we not complete an initial business combination by a specified date, and other such blank check-specific provisions as are present in the existing organizational documents) because following the consummation of the business combination, New SpringBig will not be a blank check company. The proposed organizational documents do not contain the requirement to dissolve New SpringBig allowing it to continue as a corporate entity with perpetual existence following the business combination. Perpetual existence is the usual period of existence for corporations, and our board of directors believes it is the most appropriate period for New SpringBig following the business combination. Our board of directors believes that granting the explicit waiver regarding corporate opportunities is essential to our ability to retain and attract qualified directors. We expect that qualified directors would likely engage in business activities outside of New SpringBig and would anticipate that such outside experience would be beneficial to any such director’s board service for and management of New SpringBig. Our board of directors believes that without such a waiver, qualified directors could be dissuaded from serving on New SpringBig’s board of directors if they are concerned that their directorship could foreclose them from, or expose them to potential liability for, pursuing commercial opportunities in their individual capacity (including in connection with other entities unrelated to New SpringBig and its affiliates). Vote Required for Approval Organizational Documents Proposal A must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of Full Text of the Resolution “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of Tuatara Capital Acquisition Corporation (“Tuatara”) to (i) change our name from “Tuatara Capital Acquisition Corporation” to “SpringBig Holdings, Inc.” (Tuatara post-domestication, “New SpringBig”), (ii) adopt Delaware as the exclusive forum for certain stockholder litigation, (iii) make New SpringBig’s corporate existence perpetual, (iv) remove certain provisions related to our status as a blank check company that will no longer be applicable to us upon consummation of the business combination and (v) grant an explicit waiver regarding corporate opportunities to New SpringBig and its directors, subject to certain exceptions.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ORGANIZATIONAL DOCUMENTS PROPOSAL A. Overview Tuatara’s shareholders are being asked to approve Organizational Documents Proposal B, pursuant to which our board of directors will be divided into three classes following the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year. Upon the domestication, our board of directors will be divided into three classes. At each annual general meeting of shareholders thereafter, we will nominate one class of directors for election to serve for a three-year term and, in each case, until their successors are elected and qualified or until their earlier death, disqualification, resignation or removal. As a result, only one class may be elected in any given year, which may make it more difficult for a shareholder or group of shareholders to gain control of our board of directors. Our board of directors believes that a classified board of directors will (i) increase board continuity and the likelihood that experienced board members with familiarity of New SpringBig’s business operations would serve on the board of directors at any given time and (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of New SpringBig’s board of directors. Vote Required for Approval Organizational Documents Proposal B must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of Full Text of the Resolution “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of Tuatara Capital Acquisition Corporation to divide the board of directors into three classes following the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ORGANIZATIONAL DOCUMENTS PROPOSAL B. Overview Tuatara’s shareholders are being asked to approve Organizational Documents Proposal C, pursuant to which, upon the domestication, our directors, except for Preferred Stock Directors, may only be removed for cause (as defined in the proposed charter). Our proposed organizational documents provide for a classified board of directors (other than Preferred Stock Directors), such that only a specified portion of the directors is to be elected each year. Under the DGCL, unless a company’s certificate of incorporation provides otherwise, removal of a director only for cause is automatic with a classified board. Our proposed organizational documents specify that, subject to any limitations imposed by applicable law, except for Preferred Stock Directors, any director may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least a two-thirds of the total voting power of the outstanding shares of capital stock of New SpringBig entitled to vote generally in the election of directors, voting together as a single class. Our board of directors believes that such a standard will, in conjunction with the classified nature of New SpringBig’s board of directors, (i) increase board continuity and the likelihood that experienced board members with familiarity of our business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of New SpringBig’s board of directors. Vote Required for Approval Organizational Documents Proposal C must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of Full Text of the Resolution “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of Tuatara Capital Acquisition Corporation to provide that the directors, except for Preferred Stock Directors (as defined in the proposed certificate of incorporation of New SpringBig upon the effective time of the domestication substantially in the form attached to this proxy statement/prospectus as Annex B (the “proposed charter”)), may only be removed for cause (as defined in the proposed charter).” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ORGANIZATIONAL DOCUMENTS PROPOSAL C. Overview Tuatara’s shareholders are being asked to approve Organizational Documents Proposal D, pursuant to which, upon the domestication, shareholders will not have the ability to call a special meeting. If Organizational Documents Proposal D is approved, subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, shareholders will not have the ability to call a special meeting and all special meetings or annual general meetings must be called by the board of directors or chief executive officer. Limiting shareholders’ ability to call a special meeting limits the opportunities for minority shareholders to remove directors, amend organizational documents or take other actions without the board of directors’ consent or to call a special meeting to otherwise advance minority shareholders’ agenda. Removing the ability of shareholders to call a meeting of shareholders is intended to avoid the expense and distraction of management caused by holding meetings in addition to the annual meeting unless the board of directors (or a class or series of preferred stock, if any) determines that such expense and distraction is warranted. Vote Required for Approval Organizational Documents Proposal D must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of Full Text of the Resolution “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of Tuatara Capital Acquisition Corporation to provide that, subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, shareholders will not have the ability to call a special meeting.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ORGANIZATIONAL DOCUMENTS PROPOSAL D. Overview Tuatara’s shareholders are being asked to approve Organizational Documents Proposal E, which, upon the domestication, removes the ability of shareholders to act by written consent in lieu of a meeting. Our existing organizational documents currently provide that ordinary resolutions and special resolutions may be passed by unanimous written consent of Tuatara’s shareholders. If Organizational Documents Proposal E is approved, shareholders will not have the ability to act by written consent and all actions required or permitted to be taken by the shareholders of New SpringBig must be effected at a duly convened special meeting or annual general meeting. New SpringBig’s shareholders will have the ability to propose items of business (subject to the restrictions set forth in the proposed charter) at duly convened shareholder meetings; this Organizational Documents Proposal E does not foreclose that right, but does limit shareholders’ ability to take such and other actions by written consent. Eliminating the right of shareholders to act by written consent limits the circumstances under which shareholders can act on their own initiative to remove directors, or alter or amend New SpringBig’s organizational documents outside of a duly called extraordinary or annual meeting of the shareholders of New SpringBig. Further, our board of directors believes continuing to limit shareholders’ ability to act by written consent will reduce the time and effort our board of directors and management would need to devote to shareholder proposals, which time and effort could distract our directors and management from other important business. In addition, the elimination of the shareholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the board of directors only at a duly called special or annual meeting. However, this Organizational Documents Proposal E is not in response to any effort of which we are aware to obtain control of Tuatara. Further, the board of directors does not believe that the effects of the elimination of shareholder action by written consent will create a significant impediment to a tender offer or other effort to take control of Tuatara. Inclusion of these provisions in the proposed organizational documents might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the board of directors and thereby help protect shareholders from the use of abusive and coercive takeover tactics. This summary is qualified by reference to the complete text of the proposed charter and proposed bylaws, copies of which are attached to this proxy statement/prospectus as Annexes B and C, respectively. All shareholders are encouraged to read the proposed organizational documents in their entirety for a more complete description of their terms. Vote Required for Approval Organizational Documents Proposal E must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of Full Text of the Resolution “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of Tuatara Capital Acquisition Corporation to remove the ability of shareholders to act by written consent in lieu of a meeting.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ORGANIZATIONAL DOCUMENTS PROPOSAL Overview Tuatara’s shareholders are being asked to approve Organizational Documents Proposal F to authorize the change in the authorized capital stock of Tuatara from (i) 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share to (ii) shares of common stock and shares of preferred stock, par value $0.0001 per share. As of the date of this proxy statement/prospectus, there are (i) 25,000,000 ordinary shares issued and outstanding, of which 20,000,000 are Class A ordinary shares and 5,000,000 are Class B ordinary shares, (ii) no shares of Tuatara’s preferred stock issued and outstanding, and (3) 16,000,000 warrants issued and outstanding. In connection with the business combination and the PIPE subscription financing, the Company will issue (i) 1,310,000 shares of common stock to the subscription investors and (ii) up to 24,500,000 shares of common stock to SpringBig equity holders. In order to ensure that New SpringBig has sufficient authorized capital for future issuances, our board of directors has approved, subject to stockholder approval, that the proposed charter change the authorized capital stock of Tuatara from (i) 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share to (ii) shares of common stock, and shares of preferred stock, par value $0.0001 per share. This summary is qualified by reference to the complete text of the proposed charter, a copy of which is attached to this proxy statement/prospectus as Annex B. All shareholders are encouraged to read the proposed charter in its entirety for a more complete description of its terms. Vote Required for Approval Organizational Documents Proposal F must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of Full Text of the Resolution “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company to authorize the change in the authorized capital stock of Tuatara from (i) 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share to (ii) shares of common stock and shares of preferred stock, par value $0.0001 per share.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ORGANIZATIONAL DOCUMENTS PROPOSAL F. Overview Tuatara shareholders are being asked to approve the Articles Amendment Proposal. The Articles Amendment Proposal is not conditioned on any other proposal, though the special resolution contemplated by the Articles Amendment Proposal will be adopted only if the Business Combination Proposal is approved. The proposed amendments to the existing organizational documents, prior to the domestication, in the judgment of the board of directors, are necessary to facilitate the business combination. The existing organizational documents limit Tuatara’s ability to consummate a business combination, or to redeem Class A ordinary shares in connection with a business combination, if it would cause Tuatara to have less than $5,000,001 in net tangible assets. The purpose of such limitation is to ensure that the Tuatara ordinary shares are not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Class A ordinary shares and the New SpringBig common stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, Tuatara is presenting the Articles Amendment Proposal to facilitate the consummation of the business combination. The parties to the merger agreement have waived the condition to closing under the merger agreement, effective as of and conditioned upon the approval of the Articles Amendment Proposal, that Tuatara have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act). If the Articles Amendment Proposal is not approved and there are significant requests for redemption such that Tuatara’s net tangible assets would be less than $5,000,001 upon the consummation of the business combination, we may be unable to consummate the business combination even if all other conditions to closing are met. Vote Required for Approval The Articles Amendment Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of Full Text of the Resolution “RESOLVED, as a special resolution, that subject to the approval of Proposal No. 2 – The Business Combination Proposal:
‘provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.’
‘At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.’
‘The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).’
‘The Company shall not provide such redemption in this Article if it would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemption.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE ARTICLES AMENDMENT PROPOSAL. Overview Our shareholders are being asked to approve the issuance of up to (i) a total of $22 million of 6% Senior Secured Original Issue Discount Convertible Notes due 2024 (the “Notes”) and (ii) a number of warrants equal to one-half of the principal of the Notes divided by the VWAP on the trading day prior to the closing date of such sale (the “Warrants”) including, in each case, the issuance of common stock underlying such Notes and Warrants upon their conversion or exercise, in a private placement with certain institutional investors (collectively, the “Investors”) pursuant to the Convertible Notes Financing. The terms of the Convertible Notes Financing require that Tuatara obtain shareholder approval of the issuance of the Notes, Warrants and the common stock underlying such Notes and Warrants upon their conversion or exercise as a condition to closing the Convertible Notes Financing. Additionally, we are asking our shareholders to approve the issuance because of the remote circumstance in which an issuance of common stock underlying the Notes and Warrants results in an issuance of more than 20% of the outstanding common stock and would therefore implicate the Nasdaq Stock Market Listing Rule 5635(b) and (d). Under the Nasdaq Stock Market Listing Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although The Nasdaq Stock Market has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), The Nasdaq Stock Market has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control. Under the Nasdaq Stock Market Listing Rule 5635(d), shareholder approval is required prior to a transaction, other than a public offering, involving the sale, issuance or potential issuance by a company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or “Substantial Shareholders” (as defined in the applicable Nasdaq rules) of a company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than a price that is the lesser of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “minimum price”). We are seeking shareholder approval of the issuance of the Notes, Warrants and the common stock underlying the Notes and Warrants now to eliminate the possibility that any future exercise of the conversion feature of the Notes and/or Warrants would require a later shareholder vote to approve any issuance under the Convertible Notes Financing agreements based on the price of our common stock at the time of exercise. For a summary of the Convertible Notes Financing, please see the section entitled “The Business Combination – Related Agreements – Convertible Notes Financing” beginning on page 119. Our shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information regarding the Convertible Notes Financing. You are urged to read carefully the Notes and Warrants Purchase Agreement in its entirety before voting on this Notes and Warrants Proposal. Vote Required for Approval The Notes and Warrants Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Notes and Warrants Proposal. Failure to vote by proxy or to vote in person at the general meeting will have no effect on the outcome of the vote on the Notes and Warrants Proposal. 176 Full Text of the Resolution “RESOLVED, as an ordinary resolution, that the issuance of securities contemplated by the securities purchase agreement, dated as of April 29, 2022, by and between Tuatara and certain institutional investors, pursuant to which New SpringBig shall issue up to (i) a total of $22 million of 6% Senior Secured Original Issue Discount Convertible Notes due 2024 (the “Notes”) and (ii) a number of warrants equal to one-half of the principal of the Notes divided by the VWAP on the trading day prior to the closing date of such sale (the “Warrants”) including, in each case, the issuance of common stock underlying such Notes and Warrants upon their conversion or exercise, on the terms and subject to the conditions set forth therein be confirmed, ratified, adopted and approved in all respects.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE NOTES AND WARRANTS PROPOSAL. 177 Overview Our board of directors has (i) re-nominated our current For more information on the experience of each of the director nominees, please see the section entitled “Management After the Business Combination” of this proxy statement/prospectus. Nominees for Election to the Board of Directors Sergey Sherman, Jeffrey Harris, Phil Schwarz, Jon Trauben, Steven Bernstein, Patricia Glassford and Amanda Lannert. Interests of Tuatara’s Directors and Officers in the Director Election Proposal When you consider the recommendation of the board of directors of Tuatara in favor of approval of the Director Election Proposal, you should keep in mind that certain of Tuatara’s directors and officers may have interests that are different from, or in addition to, your interests as a shareholder or warrantholder, including, among other things, the existence of financial and personal interests. See the section entitled “The Business Combination— Interests of Certain Persons in the Business Combination” for a further discussion. Vote Required for Approval Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The election of each director nominee must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person, virtually, or by proxy) of the holders of not less than a majority of the outstanding Class B ordinary shares that are present and vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast and will have no effect on the outcome of the vote on the Director Election Proposal. Failure to vote by proxy or to vote Full Text of the Resolution “RESOLVED, as an ordinary resolution of the holders of the Class B ordinary shares of Tuatara Capital Acquisition Corporation (“Tuatara”), that the persons named below be elected to serve as Class I, Class II and Class III directors to serve staggered terms on the board of directors of Tuatara (following the domestication) until their respective successors are duly elected and qualified, or until their earlier death, disqualification, resignation or removal.”
Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES Overview Prior to consummation of the business combination, the board of directors of Tuatara is expected to approve and adopt, subject to the approval of our shareholders, the 2022 Long-Term Incentive Plan (the “incentive plan”), effective as of and contingent on the closing. If the incentive plan is approved by our shareholders, New SpringBig will be authorized to grant equity and cash incentive awards to eligible service providers. A copy of the incentive plan is attached to this proxy statement/prospectus as Annex D. Purpose of the Incentive Plan The purpose of the incentive plan is to secure and retain the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for our success and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common stock through the granting of awards thereunder. We believe that the equity-based awards to be issued under the incentive plan will motivate award recipients to offer their maximum effort to New SpringBig and help focus them on the creation of long-term value consistent with the interests of our shareholders. Tuatara believes that grants of incentive awards are necessary to enable New SpringBig to attract and retain top talent. Summary of the Incentive Plan This section summarizes certain principal features of the incentive plan. The summary is qualified in its entirety by reference to the complete text of the incentive plan. Eligibility. New SpringBig’s employees, consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards under the incentive plan. Following the closing, New SpringBig is expected to have approximately 148 employees, 6 non-employee directors and 5 consultants who may be eligible to receive awards under the incentive plan. Award Types. The incentive plan provides for the grant of incentive stock options (“ISOs”) to employees and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. Share Reserve. The number of shares of common stock initially reserved for issuance under the incentive plan is the amount of shares of common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the consummation of the business combination and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) that are outstanding as of the consummation of the transactions contemplated by the merger agreement. Shares subject to stock awards granted under the incentive plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the incentive plan. Plan Administration. The board of directors of New SpringBig, or a duly authorized committee thereof, will have the authority to administer the incentive plan. The board of directors of New SpringBig may also delegate to one or more officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares to be subject to such stock awards. Subject to the terms of the incentive plan, the plan administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the incentive plan. The plan administrator has the power to modify outstanding awards under the incentive plan. Subject to the terms of the incentive plan, the plan administrator also has the authority to reprice any outstanding option or stock award, cancel and re-grant any outstanding option or stock award in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any materially adversely affected participant. Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the incentive plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of common stock on the date of grant (however, a stock option may be granted with an exercise or strike price lower than 100% of the fair market value on the date of grant of such award if such award is granted pursuant to an assumption of or substitution for another option pursuant to a corporate transaction, as such term is defined in the incentive plan, and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code). Options granted under the incentive plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term of stock options granted under the incentive plan, up to a maximum of ten years. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship ceases for any reason other than cause, the optionholder may generally exercise any vested options for a period of three (3) months following the cessation of service, bur only within three (3) months following such termination, unless another period of time is provided in the applicable award agreement or other agreement, subject to the limitations in the incentive plan. The option term may be extended in the event that the exercise of the option following such a termination of service is prohibited by applicable securities laws or New SpringBig’s insider trading policy. Options generally terminate immediately upon the termination of an optionholder’s service for cause. In no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (i) cash, check, bank draft, or money order, (ii) a broker-assisted cashless exercise, (iii) the tender of shares of common stock previously owned by the optionholder, (iv) a net exercise of the option if it is an NSO and (v) other legal consideration approved by the plan administrator. Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all stock plans maintained by New SpringBig may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of New SpringBig’s total combined voting power or that of any of New SpringBig’s affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the option is not exercisable after the expiration of five years from the date of grant. Restricted Stock Awards. Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past services, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. Except as provided otherwise in the applicable award agreement, if a participant’s service relationship ends for any reason, New SpringBig may receive through a forfeiture condition or a repurchase right any or all of the shares held by the participant under his or her restricted stock award that have not vested as of the date the participant terminates service. Restricted Stock Unit Awards. Restricted stock units are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock units may be granted in consideration for any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted stock unit agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited once the participant’s continuous service ends for any reason. Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of common stock on the date of grant (however, a stock appreciation right may be granted with an exercise or strike price lower than 100% of the fair market value on the date of grant of such award if such award is granted pursuant to an assumption of or substitution for another option pursuant to a corporate transaction, as such term is defined in the incentive plan, and in a manner consistent with the provisions of Sections 409A). A stock appreciation right granted under the incentive plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator. Performance Awards. The incentive plan permits the grant of performance-based stock and cash awards. The plan administrator may structure awards so that the shares of common stock, cash, or other property will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. The performance criteria that will be used to establish such performance goals may be based on any measure of performance selected by the plan administrator. The performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the goals are established, the plan administrator will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by New SpringBig achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to shareholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under New SpringBig’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to expense under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, the plan administrator retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the performance goals. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the applicable award agreement or the written terms of a performance cash award. The performance goals may differ from participant to participant and from award to award. Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to common stock. The plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards. Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid by New SpringBig to any individual for service as a non-employee director with respect to any calendar year (such period, the “annual period”), including stock awards and cash fees paid by New SpringBig to such non-employee director, will not exceed (i) $750,000 in total value or (ii) in the event such non-employee director is first appointed or elected to the board of directors of New SpringBig during such annual period, $1,000,000 in total value. For purposes of these limitations, the value of any such stock awards is calculated based on the grant date fair value of such stock awards for financial reporting purposes. Changes to Capital Structure. In the event there is a specified type of change in New SpringBig’s capital structure, such as a merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, appropriate adjustments will be made to (i) the class(es) and maximum number of shares of common stock subject to the incentive plan and the maximum number of shares by which the share reserve may annually increase; (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise of ISOs; and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of common stock subject to outstanding awards. Corporate Transactions. The following applies to stock awards under the incentive plan in the event of a corporate transaction, as defined in the incentive plan, unless otherwise provided in a participant’s stock award agreement or other written agreement with New SpringBig or unless otherwise expressly provided by the plan administrator at the time of grant. In the event of a corporate transaction, any stock awards outstanding under the incentive plan may be assumed, continued or substituted by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by New SpringBig with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such stock awards will terminate for no consideration if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by New SpringBig with respect to such stock awards will lapse (contingent upon the effectiveness of the transaction). With respect to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the plan administrator, the award will accelerate at 100% of target. If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by persons other than current participants, such awards will terminate for no consideration if not exercised (if applicable) prior to the effective time of the transaction, except that any reacquisition or repurchase rights held by New SpringBig with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the transaction. The plan administrator is not obligated to treat all stock awards or portions of stock awards in the same manner and is not obligated to take the same actions with respect to all participants. In the event a stock award will terminate if not exercised prior to the effective time of a transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value, at the effective time, to the excess (if any) of (1) the value of the property the participant would have received upon the exercise of the stock award over (2) any exercise price payable by such holder in connection with such exercise. Change in Control. In the event of a change in control, as defined under the incentive plan, awards granted under the incentive plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement. Plan Amendment or Termination. The board of directors of New SpringBig will have the authority to amend, suspend, or terminate the incentive plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. No ISOs may be granted after the tenth anniversary of the date the board of directors of Tuatara adopts the incentive plan. Certain U.S. Federal Income Tax Aspects of Awards Under the Incentive Plan This is a brief summary of the federal income tax aspects of awards that may be made under the incentive plan based on existing U.S. federal income tax laws. This summary provides only the basic tax rules. It does not describe a number of special tax rules, including the alternative minimum tax and various elections that may be applicable under certain circumstances. It also does not reflect provisions of the income tax laws of any municipality, state or foreign country in which a holder may reside, nor does it reflect the tax consequences of a holder’s death. The tax consequences of awards under the incentive plan depend upon the type of award. Incentive Stock Options. The recipient of an ISO generally will not be taxed upon grant of the option. Federal income taxes are generally imposed only when the shares of New SpringBig common stock from exercised ISOs are disposed of, by sale or otherwise (although the excess of the fair market value of the common stock on the date of exercise over the exercise price is a tax preference for alternative minimum tax purposes, which could result in an alternative minimum tax liability). If the ISO recipient does not sell or dispose of the shares of New SpringBig common stock until more than one year after the receipt of the shares and two years after the option was granted, then, upon sale or disposition of the shares, the difference between the exercise price and the market value of the shares of New SpringBig common stock as of the date of exercise will be treated as a long-term capital gain, and not ordinary income. If a recipient fails to hold the shares for the minimum required time the recipient will recognize ordinary income in the year of disposition generally in an amount equal to any excess of the market value of the common stock on the date of exercise (or, if less, the amount realized or disposition of the shares) over the exercise price paid for the shares. Any further gain (or loss) realized by the recipient generally will be taxed as short-term or long-term gain (or loss) depending on the holding period. New SpringBig will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient. Nonstatutory Stock Options. The recipient of an NSO generally will not be taxed upon the grant of the option. Federal income taxes are generally due from a recipient of NSOs when the options are exercised. The excess of the fair market value of the common stock purchased on such date over the exercise price of the option is taxed as ordinary income. Thereafter, the tax basis for the acquired shares is equal to the amount paid for the shares plus the amount of ordinary income recognized by the recipient. New SpringBig will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient by reason of the exercise of the option. Other Awards. Recipients who receive restricted stock unit awards will generally recognize ordinary income when they receive shares upon settlement of the awards in an amount equal to the fair market value of the shares at that time. Recipients who receive awards of restricted shares subject to a vesting requirement will generally recognize ordinary income at the time vesting occurs in an amount equal to the fair market value of the shares at that time minus the amount, if any, paid for the shares. However, a recipient who receives restricted shares which are not vested may, within 30 days of the date the shares are transferred, elect in accordance with Section 83(b) of the Code to recognize ordinary compensation income at the time of transfer of the shares rather than upon the vesting dates. Recipients who receive stock appreciation rights will generally recognize ordinary income upon exercise in an amount equal to the excess of the fair market value of the underlying shares of common stock on the exercise date over the exercise price. New SpringBig will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient. Section 162(m) of the Code may limit New SpringBig’s ability to take a tax deduction with respect to awards made to recipients that are covered employees to the extent that the compensation to such recipient for a taxable year exceeds $1,000,000. Incentive Plan Benefits Grants of awards under the incentive plan are subject to the discretion of the plan administrator. Therefore, it is not possible to determine the future benefits that will be received by participants under the incentive plan. Interests of Tuatara’s Directors and Officers in the Incentive Plan Proposal When you consider the recommendation of the board of directors of Tuatara in favor of approval of the incentive plan, you should keep in mind that certain of Tuatara’s directors and officers may have interests in the incentive plan that are different from, or in addition to, your interests as a shareholder or warrantholder, including, among other things, the existence of financial and personal interests. See the section entitled “The Business Combination— Interests of Certain Persons in the Business Combination” for a further discussion. Vote Required for Approval The Incentive Plan Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person, virtually, or by proxy) of a majority of the shareholders who attend and vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Incentive Plan Proposal. Failure to vote by proxy or to vote Full Text of the Resolution “RESOLVED, as an ordinary resolution, that the 2022 Long-Term Incentive Plan in the form attached to the proxy statement/prospectus dated , 2022 be adopted and approved in all respects.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL. Overview Our shareholders are being asked to approve a proposal that will grant our board of directors authority to adjourn the general meeting to a later date or dates to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the general meeting to approve one or more proposals at the general meeting. If the Adjournment Proposal is not approved by Tuatara’s shareholders, the board of directors may not be able to adjourn the general meeting to a later date in the event that there are insufficient votes to approve one or more proposals at the general meeting. Vote Required for Approval The Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of not less than a majority of the ordinary shares as of the record date that are present and vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast and will have no effect on the outcome of the vote on the Adjournment Proposal. Failure to vote by proxy or to Full Text of the Resolution “RESOLVED, as an ordinary resolution, that the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that it is determined by Tuatara that more time is necessary or appropriate to approve one or more proposals at the General Meeting be approved and adopted in all respects.” Recommendation of the Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL. Introduction The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of Tuatara and SpringBig adjusted to give effect to the business combination and the other events contemplated by the merger agreement. The unaudited pro forma condensed combined balance sheet as of December 31, 2021 combines the historical audited consolidated balance sheet of SpringBig as of December 31, 2021 and the historical audited balance sheet of Tuatara as of December 31, 2021 on a pro forma basis as if the business combination and related transactions had been consummated on December 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended of December 31, 2021 combines the historical audited consolidated statement of operations of SpringBig for the year ended December 31, 2021 and historical audited statement of operations of Tuatara for the year ended December 31, 2021 on a pro forma basis as if the business combination and the other events contemplated by the merger agreement, as summarized below, had been consummated on January 1, 2021, the beginning of the earliest period presented. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the business combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with the following: the historical audited financial statements of Tuatara as of and for the year ended December 31, 2021 and as of December 31, 2020 and for the period from January 24, 2020 through December 31, 2020; the historical audited consolidated financial statements of SpringBig as of and for the years ended December 31, 2021 and December 31, 2020;
other information relating to Tuatara and SpringBig included in this proxy statement/prospectus, including the merger agreement and the description of certain terms thereof set forth under the section entitled “The Business Combination.” Description of the Business Combination Pursuant to the Amended and Restated Agreement and Plan of Merger among Tuatara, Merger Sub and SpringBig, dated We entered into subscription agreements with the subscription investors concurrently with the execution of the merger agreement, pursuant to which such subscription investor committed to purchase an aggregate of 1,310,000 shares of common stock of New SpringBig, for $10.00 per share, for an aggregate purchase price of $13,100,000. On February 25, 2022, SpringBig closed on the funding of $7,000,000 (representing 700,000 shares of common stock at $10.00 per share), pursuant to convertible notes with certain of the PIPE subscription investors that are existing shareholders of SpringBig. Pursuant to the terms of the convertible notes, on the closing of the business combination, the outstanding principal balance of the convertible notes will mature and will be satisfied by the issuance of 700,000 shares of common stock of New SpringBig issuable under the applicable PIPE subscription agreements. The closing of the transaction contemplated by the subscription agreements will occur immediately prior to the closing, subject to the satisfaction or the waiver of the closing conditions therein. The holders of SpringBig’s common stock and the Engaged Option Holders shall be entitled to receive their pro rata portion of such number of Shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions “Company Earnout Condition”:e
On or prior to the closing date, the sponsor, Tuatara and certain members of the Tuatara board of directors shall enter into an escrow agreement in a form and on terms and conditions reasonably acceptable to SpringBig (the “Sponsor Escrow Agreement”), providing that, immediately following the effective time, the sponsor shall deposit an aggregate of 1,000,000 shares of New SpringBig common stock into escrow. The Sponsor Escrow Agreement shall provide that such Sponsor Contingent Shares shall be released to the sponsor if the closing price of the New SpringBig common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing date and no later than On or prior to the closing date following the domestication, Tuatara shall issue to public shareholders who elect not to exercise their redemption rights in connection with the consummation of the business combination their respective pro rata share of the lesser of (x) the number of shares of common stock that did not elect to redeem and (y) 1,000,000 shares of New SpringBig common stock. On April 29, 2022, Tuatara entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) with CF Principal Investments LLC related to a committed equity facility (the “Facility”). Pursuant to the Common Stock Purchase Agreement, New SpringBig has the right, after the closing of the merger, from time to time at its option to sell to CF Principal Investments LLC up to $50 million in aggregate gross purchase price of newly issued common stock subject to certain conditions and limitations set forth in the Common Stock Purchase Agreement. The unaudited pro forma condensed combined financial information does not give effect to any issuances of common stock under the Facility. However, see Note 4 below for a discussion of the potential impact of the Facility on the unaudited pro forma condensed consolidated financial information. Anticipated Accounting Treatment The business combination will be accounted for as a capital reorganization in accordance with GAAP. Under this method of accounting, Tuatara will be treated as the “acquired” company for accounting purposes. Accordingly, the business combination will be treated as the equivalent of SpringBig issuing shares at the closing of the business combination for the net assets of Tuatara as of the closing date, accompanied by a recapitalization. The net assets of Tuatara will be stated at historical cost, with no goodwill or other intangible assets recorded. SpringBig has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: SpringBig’s shareholders will have the largest voting interest in New SpringBig under The board of directors of the post-combination company has seven members, and SpringBig shareholders have the ability to nominate at least the majority of the members of the board of directors; SpringBig’s senior management is the senior management of the post-combination company; The business of SpringBig will comprise the ongoing operations of New SpringBig; and SpringBig is the larger entity, in terms of substantive operations and employee base. 187 Basis of Pro Forma Presentation The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by Tuatara’s public shareholders of Tuatara’s Class A ordinary share for cash equal to their pro rata shares of the aggregate amount on deposit in the trust account:
|
| | Scenario 1 Combined (Assuming No Redemptions Into Cash) | | Scenario 2 Combined (Assuming Maximum Redemptions Into Cash) | | | Scenario 1 Combined (Assuming No Redemptions Into Cash) | | Scenario 2 Combined (Assuming Maximum Redemptions Into Cash) | |||
Weighted average shares calculation, basic and diluted | | | | | ||||||||
Tuatara public shares | | 20,000,000 | | 721,052 | | 21,000,000 | | 599,892 | ||||
Tuatara founder shares | | 4,000,000 | | 4,000,000 | | 3,000,000 | | 3,000,000 | ||||
Subscription investors | | 1,310,000 | | 1,310,000 | | 1,310,000 | | 1,310,000 | ||||
Combined company shares issued in business combination | | 24,500,000 | | 24,500,000 | | 21,500,000 | | 21,500,000 | ||||
Weighted average shares outstanding | | 49,810,000 | | 30,531,052 | | 46,810,000 | | 26,409,892 | ||||
Percent of shares owned by SpringBig shareholders | | 49.2% | | 80.2% | | 45.9% | | 81.4% | ||||
Percent of shares owned by Tuatara holders | | 48.2% | | 15.5% | | 51.3% | | 13.6% | ||||
Percent of shares owned by subscription investors (1) | | 2.6% | | 4.3% | | 2.8% | | 5.0% |
(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 (Assuming No Redemptions) | | | | | Pro Forma Combined (Assuming No Redemptions) | | | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) | | | | | Pro Forma Combined (Assuming Maximum Redemptions) | |||
Assets | | | | | | | | | | | | | | | | | ||||||||
Current assets: | | | | | | | | | | | | | | | | | ||||||||
Cash and cash equivalents | | | $2,227 | | | $621 | | | $200,036 | | | (1) | | | $192,824 | | | $(192,824) | | | (2) | | | $— |
| | | | | | (23,160) | | | (3) | | | | | | | | | |||||||
| | | | | | 13,100 | | | (4) | | | | | | | | | |||||||
Accounts receivable, net | | | 3,045 | | | — | | | — | | | | | 3,045 | | | — | | | | | 3,045 | ||
Contract assets | | | 364 | | | — | | | — | | | | | 364 | | | — | | | | | 364 | ||
Prepaid expenses and other current assets | | | 843 | | | 260 | | | 1,350 | | | (3) | | | 2,453 | | | — | | | | | 2,453 | |
Total Current Assets | | | 6,479 | | | 881 | | | 191,326 | | | | | 198,686 | | | (192,824) | | | | | 5,862 | ||
| | | | | | | | | | | | | | | | |||||||||
Property, plant and equipment | | | 480 | | | — | | | — | | | | | 480 | | | — | | | | | 480 | ||
Deposits and other assets | | | 84 | | | — | | | — | | | | | 84 | | | — | | | | | 84 | ||
Investments held in Trust Account | | | — | | | 200,036 | | | (200,036) | | | (1) | | | — | | | — | | | | | — | |
Total Assets | | | $7,043 | | | $200,917 | | | $(8,710) | | | | | $199,250 | | | $(192,824) | | | | | $6,426 | ||
| | | | | | | | | | | | | | | | |||||||||
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | ||||||||
Current Liabilities | | | | | | | | | | | | | | | | | ||||||||
Accounts payable | | | $412 | | | $1,555 | | | $(1,555) | | | (3) | | | $412 | | | $— | | | | | $412 | |
Related party payable | | | 5 | | | — | | | — | | | | | 5 | | | — | | | | | 5 | ||
Accrued wages and commissions | | | 805 | | | — | | | — | | | | | 805 | | | — | | | | | 805 | ||
Accrued expenses | | | 855 | | | 108 | | | — | | | | | 963 | | | — | | | | | 963 | ||
Contract liability | | | 450 | | | — | | | — | | | | | 450 | | | — | | | | | 450 | ||
Other liabilities | | | 57 | | | — | | | — | | | | | 57 | | | — | | | | | 57 | ||
Total current liabilities | | | 2,584 | | | 1,663 | | | (1,555) | | | | | 2,692 | | | — | | | | | 2,692 | ||
| | | | | | | | | | | | | | | | |||||||||
Warrant liability | | | — | | | 9,440 | | | — | | | | | 9,440 | | | — | | | | | 9,440 | ||
Deferred underwriting fee payable | | | — | | | 7,000 | | | (7,000) | | | (3) | | | — | | | — | | | | | — | |
Total Liabilities | | | 2,584 | | | 18,103 | | | (8,555) | | | | | 12,132 | | | — | | | | | 12,132 | ||
| | | | | | | | | | | | | | | | |||||||||
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 | | | (2) | | | 5 | | | (2) | | | (2) | | | 3 |
| | | | | | (14) | | | (4) | | | | | | | | | |||||||
| | | | | | 2 | | | (5) | | | | | | | | | |||||||
| | | | | | 1 | | | (5) | | | | | | | | | |||||||
Additional paid in capital | | | 17,653 | | | — | | | 199,998 | | | (2) | | | 213,593 | | | (192,822) | | | (2) | | | 20,771 |
| | | | | | 13,100 | | | (4) | | | | | | | | | |||||||
| | | | | | (17,158) | | | (5) | | | | | | | | | |||||||
Class B ordinary shares | | | — | | | 1 | | | (1) | | | (5) | | | — | | | — | | | | | — | |
Accumulated deficit | | | (13,225) | | | (17,187) | | | (13,255) | | | (3) | | | (26,480) | | | — | | | | | (26,480) | |
| | | | | | 17,187 | | | (5) | | | | | | | | | |||||||
Total Shareholders’ Equity | | | 4,459 | | | (17,186) | | | 199,845 | | | | | 187,118 | | | (192,824) | | | | | (5,706) | ||
Total Liabilities and Shareholders’ Equity | | | $7,043 | | | $200,917 | | | $(8,710) | | | | | $199,250 | | | $(192,824) | | | | | $6,426 |
| | SpringBig (Historical) | | | Tuatara (Historical) | | | Transaction Accounting Adjustments (Assuming No Redemptions) | | | | | Pro Forma Combined (Assuming No Redemptions) | | | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) | | | | | Pro Forma Combined (Assuming Maximum Redemptions) | |||
Assets | | | | | | | | | | | | | | | | | ||||||||
Current assets: | | | | | | | | | | | | | | | | | ||||||||
Cash and cash equivalents | | | $2,227 | | | $621 | | | $200,036 | | | (1) | | | $ 204,209 | | | $ (197,036) | | | (2) | | | $7,173 |
| | | | | | (21,775) | | | (3) | | | | | | | | | |||||||
| | | | | | 13,100 | | | (4) | | | | | | | | | |||||||
| | | | | | 10,000 | | | (8) | | | | | | | | | |||||||
Accounts receivable, net | | | 3,045 | | | — | | | — | | | | | 3,045 | | | — | | | | | 3,045 | ||
Contract assets | | | 364 | | | — | | | — | | | | | 364 | | | — | | | | | 364 | ||
Prepaid expenses and other current assets | | | 843 | | | 260 | | | 1,350 | | | (3) | | | 2,453 | | | — | | | | | 2,453 | |
Total Current Assets | | | 6,479 | | | 881 | | | 202,711 | | | | | 210,071 | | | (197,036) | | | | | 13,035 | ||
| | | | | | | | | | | | | | | | |||||||||
Property, plant and equipment | | | 480 | | | — | | | — | | | | | 480 | | | — | | | | | 480 | ||
Deposits and other assets | | | 84 | | | — | | | — | | | | | 84 | | | — | | | | | 84 | ||
Investments held in Trust Account | | | — | | | 200,036 | | | (200,036) | | | (1) | | | — | | | — | | | | | — | |
Total Assets | | | $7,043 | | | $ 200,917 | | | $2,675 | | | | | $ 210,635 | | | $ (197,036) | | | | | $13,599 | ||
| | | | | | | | | | | | | | | | |||||||||
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | ||||||||
Current Liabilities | | | | | | | | | | | | | | | | | ||||||||
Accounts payable | | | $412 | | | $1,555 | | | $(1,555) | | | (3) | | | $412 | | | $— | | | ��� | | $412 | |
Related party payable | | | 5 | | | — | | | — | | | | | 5 | | | — | | | | | 5 | ||
Accrued wages and commissions | | | 805 | | | — | | | — | | | | | 805 | | | — | | | | | 805 | ||
Accrued expenses | | | 855 | | | 108 | | | — | | | | | 963 | | | — | | | | | 963 | ||
Contract liability | | | 450 | | | — | | | — | | | | | 450 | | | — | | | | | 450 | ||
Other liabilities | | | 57 | | | — | | | — | | | | | 57 | | | — | | | | | 57 | ||
Total current liabilities | | | 2,584 | | | 1,663 | | | (1,555) | | | | | 2,692 | | | — | | | | | 2,692 | ||
| | | | | | | | | | | | | | | | |||||||||
Warrant liability | | | — | | | 9,440 | | | — | | | | | 9,440 | | | — | | | | | 9,440 | ||
Convertible notes | | | — | | | — | | | 8,167 | | | (8) | | | 8,167 | | | — | | | | | 8,167 | |
Deferred underwriting fee payable | | | — | | | 7,000 | | | (7,000) | | | (3) | | | — | | | — | | | | | — | |
Total Liabilities | | | 2,584 | | | 18,103 | | | (388) | | | | | 20,299 | | | — | | | | | 20,299 | ||
| | | | | | | | | | | | | | | | |||||||||
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 | | | (2) | | | 5 | | | (2) | | | (2) | | | 3 |
| | | | | | (14) | | | (4) | | | | | | | | | |||||||
| | | | | | 2 | | | (5) | | | | | | | | | |||||||
| | | | | | 1 | | | (5) | | | | | | | | | |||||||
Additional paid in capital | | | 17,653 | | | — | | | 199,998 | | | (2) | | | 215,426 | | | (197,034) | | | (2) | | | 18,392 |
| | | | | | 13,100 | | | (4) | | | | | | | | | |||||||
| | | | | | (17,158) | | | (5) | | | | | | | | | |||||||
| | | | | | 1,833 | | | (8) | | | | | | | | | |||||||
Class B ordinary shares | | | — | | | 1 | | | (1) | | | (5) | | | — | | | — | | | | | — | |
Accumulated deficit | | | (13,225) | | | (17,187) | | | (11,870) | | | (3) | | | (25,095) | | | — | | | | | (25,095) | |
| | | | | | 17,187 | | | (5) | | | | | | | | | |||||||
Total Shareholders’ Equity | | | 4,459 | | | (17,186) | | | 203,063 | | | | | 190,336 | | | (197,036) | | | | | (6,700) | ||
Total Liabilities and Shareholders’ Equity | | | $7,043 | | | $ 200,917 | | | $2,675 | | | | | $ 210,635 | | | $ (197,036) | | | | | $13,599 |
| | SpringBig (Historical) | | Tuatara (Historical) | | Transaction Accounting Adjustments (Assuming No Redemptions) | | | | | Pro Forma Combined (Assuming No Redemptions) | | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) | | | | | Pro Forma Combined (Assuming Maximum Redemptions) | | | SpringBig (Historical) | | Tuatara (Historical) | | Transaction Accounting Adjustments (Assuming No Redemptions) | | | | | Pro Forma Combined (Assuming No Redemptions) | | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) | | | | | Pro Forma Combined (Assuming Maximum Redemptions) | |||||||||||
Revenue | | $24,024 | | $— | | $— | | | $24,024 | | $— | | | $24,024 | | $24,024 | | $— | | $— | | | $24,024 | | $— | | | $24,024 | ||||||||||||||||||||
Cost of revenue | | 6,929 | | — | | — | | | 6,929 | | — | | | 6,929 | | 6,929 | | — | | — | | | 6,929 | | — | | | 6,929 | ||||||||||||||||||||
Gross profit | | 17,095 | | — | | — | | | 17,095 | | — | | | 17,095 | | 17,095 | | — | | — | | | 17,095 | | — | | | 17,095 | ||||||||||||||||||||
Selling, servicing and marketing | | 10,185 | | — | | — | | | 10,185 | | — | | | 10,185 | | 10,185 | | — | | — | | | 10,185 | | — | | | 10,185 | ||||||||||||||||||||
Technology and software development | | 8,410 | | — | | — | | | 8,410 | | — | | | 8,410 | | 8,410 | | — | | — | | | 8,410 | | — | | | 8,410 | ||||||||||||||||||||
General and administrative | | 5,032 | | — | | — | | | 5,032 | | — | | | 5,032 | | 5,032 | | — | | — | | | 5,032 | | — | | | 5,032 | ||||||||||||||||||||
Operating expenses | | — | | 2,035 | | 13,255 | | (2) | | 15,290 | | — | | | 15,290 | | — | | 2,035 | | 11,870 | | (2) | | 13,905 | | — | | | 13,905 | ||||||||||||||||||
Total operating expenses | | 23,627 | | 2,035 | | 13,255 | | | 38,917 | | — | | | 38,917 | | 23,627 | | 2,035 | | 11,870 | | | 37,532 | | — | | | 37,532 | ||||||||||||||||||||
Loss from operations | | (6,532) | | (2,035) | | (13,255) | | | (21,822) | | — | | | (21,822) | | (6,532) | | (2,035) | | (11,870) | | | (20,437) | | — | | | (20,437) | ||||||||||||||||||||
| | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
Interest income | | 3 | | — | | — | | | 3 | | — | | | 3 | | 3 | | — | | — | | | 3 | | — | | | 3 | ||||||||||||||||||||
Interest expense | | — | | — | | (2,077) | | (3) | | (2,077) | | — | | | (2,077) | |||||||||||||||||||||||||||||||||
Forgiveness of PP Loan | | 781 | | — | | — | | | 781 | | — | | | 781 | | 781 | | — | | — | | | 781 | | — | | | 781 | ||||||||||||||||||||
Change in fair vaue of warrants | | — | | 12,960 | | — | | | 12,960 | | — | | | 12,960 | ||||||||||||||||||||||||||||||||||
Change in fair value of warrants | | — | | 12,960 | | — | | | 12,960 | | — | | | 12,960 | ||||||||||||||||||||||||||||||||||
Compensation expense | | — | | (2,400) | | | | | | | | — | | (2,400) | | — | | | (2,400) | | — | | | (2,400) | ||||||||||||||||||||||||
Transaction costs allocated to warrants | | — | | (853) | | — | | | (853) | | — | | | (853) | | — | | (853) | | — | | | (853) | | — | | | (853) | ||||||||||||||||||||
Interest earned on investments held in Trust Account | | — | | 35 | | (35) | | (1) | | — | | — | | | — | | — | | 35 | | (35) | | (1) | | — | | — | | | — | ||||||||||||||||||
(Loss) income before taxes | | (5,748) | | 7,707 | | (13,290) | | | (8,931) | | — | | | (8,931) | | (5,748) | | 7,707 | | (13,982) | | | (12,023) | | — | | | (12,023) | ||||||||||||||||||||
Provision for taxes | | (2) | | — | | — | | (3) | | (2) | | — | | | (2) | | (2) | | — | | — | | (4) | | (2) | | — | | | (2) | ||||||||||||||||||
Net (loss) income | | $(5,750) | | $7,707 | | $(13,290) | | | $(8,933) | | $— | | | $(8,933) | | $(5,750) | | $7,707 | | $(13,982) | | | $(12,025) | | $— | | | $(12,025) | ||||||||||||||||||||
| | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||||||||||||||||||
Weighted average shares outstanding, basic | | 13,385,267 | | 22,287,671 | | 27,522,329 | | (4) | | 49,810,000 | | (19,278,948) | | (4) | | 30,531,052 | | 13,385,267 | | 22,287,671 | | 24,522,329 | | (5) | | 46,810,000 | | (20,400,108) | | (5) | | 26,409,892 | ||||||||||||||||
Basic net (loss) income per share | | $(0.43) | | $0.35 | | | | $(0.18) | | | | $(0.29) | | $(0.43) | | $0.35 | | | | $(0.26) | | | | $(0.46) | ||||||||||||||||||||||||
Weighted average shares outstanding, diluted | | 13,385,267 | | 22,369,863 | | 27,440,137 | | (4) | | 49,810,000 | | (19,278,948) | | (4) | | 30,531,052 | | 13,385,267 | | 22,369,863 | | 24,440,137 | | (5) | | 46,810,000 | | (20,400,108) | | (5) | | 26,409,892 | ||||||||||||||||
Diluted net (loss) income per share | | $(0.43) | | $0.34 | | | | $(0.18) | | | | $(0.29) | | $(0.43) | | $0.34 | | | | $(0.26) | | | | $(0.46) |
1. | Basis of Presentation |
2. | Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheets as of December 31, 2021 |
(A) | Derived from the audited consolidated balance sheet of SpringBig as of December 31, 2021. |
(B) | Derived from the audited balance sheet of Tuatara as of December 31, 2021. |
(1) | To reflect the release of cash from marketable securities held in the trust account. |
(2) | In Scenario 1, which assumes no Tuatara shareholders exercise their redemption rights, the Class A ordinary shares subject to redemption for cash amounting to $200 million would be transferred to permanent equity. In Scenario 2, which assumes the same facts as described in Item 1 above, but also assumes the maximum number of shares are redeemed for cash by the Tuatara shareholders, |
(3) | To reflect the payment of an aggregate of |
(4) | Reflects proceeds received of $13.1 million from the subscription investors in exchange for the issuance of 1,310,000 shares of New SpringBig common stock at a price of $10.00 per share. We closed on the funding of $7,000,000, or 700,000 shares of common stock at $10.00 per share, pursuant to the subscription agreements on February 25, 2022. |
(5) | To reflect the recapitalization of SpringBig through (a) the contribution of all the share capital in SpringBig to New SpringBig common stock, (b) the issuance of |
(6) | To reflect the forfeiture of 1,000,000 shares of New SpringBig common stock by the sponsor. No entry is reflected due to rounding. |
(7) | To reflect the issuance of 1,000,000 shares of New SpringBig common stock to non-redeeming public shareholders in Scenario 1 and 299,946 shares of New SpringBig common stock to non-redeeming public shareholders in Scenario 2. No entry is reflected due to rounding. |
(8) | Reflects issuance of $11.0 million of 6% Senior Secured Original Issue Discount Convertible Notes (the “Notes”) for proceeds of $10.0 million and a discount of $1.0 million. The Notes will be convertible at the option of the holders beginning at the earlier of (a) the date of effectiveness of a resale registration statement covering the resales of New SpringBig’s shares of common stock underlying the Notes or (b) one year after the issuance of the Notes, in each case at an initial conversion share price of $12.00 per share. The Notes will bear interest at a rate of 6% per annum and amortize after six months, which amortization may be settled in cash or shares of common stock. To the extent that the Notes are converted into shares of common stock, substantial amounts of New SpringBig’s common stock will be issued, which would cause dilution and may result in substantial decreases to New SpringBig’s stock price. In this regard, the number of shares outstanding to be used for per share income calculations will increase accordingly and will therefore further reduce income per share amounts. See “Risk Factors—Risks Related to Tuatara and the Business Combination—Our shareholders will experience immediate dilution as a consequence of the issuance of common stock in connection with the business combination and may experience dilution in the future as a result of the Convertible Notes Financing and the Cantor Equity Financing” and “Risk Factors—Risks Related to SpringBig’s Business and Industry—The issuance of our common shares in connection with the Notes and Warrants Purchase Agreement and/or the Common Stock Purchase Agreement could cause substantial dilution, which could materially affect the trading price of our common shares.” Further, there may be up to $6.0 million additional principal amount of Notes issued if the Notes |
3. | Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2021 |
(A) | Derived from the audited consolidated statement of operations of SpringBig for the year ended December 31, 2021. |
(B) | Derived from the audited statements of operations of Tuatara for the year ended December 31, 2021. |
(1) | Represents an adjustment to eliminate interest income on marketable securities held in the trust account as of the beginning of the period. |
(2) | Represents an adjustment to eliminate the effect of the pro forma balance sheet adjustment presented in Entry #2(3) above in the aggregate amount of |
(3) | Represents 6% interest expense incurred on the Notes in the amount of approximately $660,000 for the year ended December 31, 2021 and amortization of the original issue discount to interest expenses in the amount of approximately $500,000 for the year ended December 31, 2021. See the discussion in adjustment (8) of Note 2 above for additional information regarding the Notes. |
(4) | Although the blended statutory rate for the redomesticated entity post business combination would be 21%, the consolidated combined pro forma under both scenarios results in a net loss for tax purposes. As such, a full valuation allowance has been applied resulting in no adjustment. |
The calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that Tuatara’s initial public offering occurred as of the beginning of the earliest period presented. In addition, as the business combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares have been outstanding for the entire periods presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed for the entire period. |
4. | Net Income (Loss) per Share |
| | Pro Forma Combined Assuming No Redemptions into Cash | | | Pro Forma Combined Assuming Maximum Redemptions into Cash | |
Year Ended December 31, 2021 | | | | | ||
Net loss | | | $(8,933) | | | $(8,933) |
Weighted average shares outstanding – basic and diluted | | | 49,810,000 | | | 30,531,052 |
Basic and diluted net loss per share | | | $(0.18) | | | $(0.29) |
Weighted average shares calculations, basic and diluted | | | Pro Forma Combined Assuming No Redemptions into Cash | | | Pro Forma Combined Assuming Maximum Redemptions into Cash |
Tuatara’s public shares | | | 20,000,000 | | | 721,052 |
Tuatara initial stockholders | | | 4,000,000 | | | 4,000,000 |
Subscription investors | | | 1,310,000 | | | 1,310,000 |
SpringBig stockholders | | | 24,500,000 | | | 24,500,000 |
Weighted average shares outstanding – basic and diluted | | | 49,810,000 | | | 30,531,052 |
| | Pro Forma Combined Assuming No Redemptions into Cash | | | Pro Forma Combined Assuming Maximum Redemptions into Cash | |
Year Ended December 31, 2021 | | | | | ||
Net loss | | | $(12,205) | | | $(12,205) |
Weighted average shares outstanding – basic and diluted | | | 46,810,000 | | | 26,409,892 |
Basic and diluted net loss per share | | | $(0.26) | | | $(0.46) |
Weighted average shares calculations, basic and diluted | | | Pro Forma Combined Assuming No Redemptions into Cash | | | Pro Forma Combined Assuming Maximum Redemptions into Cash |
Tuatara’s public shares | | | 21,000,000 | | | 599,892 |
Tuatara initial stockholders | | | 3,000,000 | | | 3,000,000 |
Subscription investors | | | 1,310,000 | | | 1,310,000 |
SpringBig stockholders | | | 21,500,000 | | | 21,500,000 |
Weighted average shares outstanding – basic and diluted | | | 46,810,000 | | | 26,409,892 |
| | Cayman Islands | | | Delaware | |
Stockholder/Shareholder Approval of Business Combinations | | | Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting. | | | Mergers generally require approval of a majority of all outstanding shares. Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders. |
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Stockholder/Shareholder Votes for Routine Matters | | | Under the Cayman Islands Companies Act, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | | | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. |
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Appraisal Rights | | | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | | | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. Stockholders of a publicly traded corporation do, however, generally have appraisal rights in |
| | Cayman Islands | | | Delaware | |
| | | | connection with a merger if they are required by the terms of a merger agreement to accept for their shares anything except: (a) shares or depository receipts of the corporation surviving or resulting from such merger; (b) shares of stock or depository receipts that will be either listed on a national securities exchange or held of record by more than 2,000 holders; (c) cash in lieu of fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in (a), (b) and (c) above. | ||
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Inspection of Books and Records | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | | | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. |
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Stockholder/Shareholder Lawsuits | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | | | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Proposal No. 4 – Organizational Documents Proposal A). |
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Fiduciary Duties of Directors | | | A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances. | | | Directors must exercise a duty of care and duty of loyalty and good faith to a corporation and its stockholders. |
| | | | |||
Indemnification of Directors and Officers | | | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud, dishonesty or willful default or to protect from the consequences of committing a crime. | | | A corporation is generally permitted to indemnify its directors and officers acting in good faith. |
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Limited Liability of Directors | | | Liability of directors may be limited, except with regard to their actual fraud or willful default. | | | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. |
Name | | | Age | | | Position |
Albert Foreman | | | 48 | | | Chief Executive Officer and Director |
Mark Zittman | | | 56 | | | Chief Operating Officer and Director |
Sergey Sherman | | | 51 | | | Chief Financial Officer |
Jeffrey Bornstein | | | 56 | | | Director |
Michael Finkelman | | | 58 | | | Director |
Richard Taney | | | 65 | | | Director |
(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 |
(b) | In no event shall the aggregate amount of the fees payable to |
(1) | Estimate based on average marketing spend in similar industries. |
1 | New Frontier Data, December 2020. |
1 | New Frontier Data, December 2020. |
1 | New Frontier Data, December 2020. |
| | Year ended December 31, | |||||||
| | 2019 | | | 2020 | | | 2021 | |
| | (dollars in thousands) | |||||||
Revenue | | | 5,732 | | | 15,183 | | | 24,024 |
Net Loss | | | (2,327) | | | (1,598) | | | (5,750) |
Adjusted EBITDA | | | (2,325) | | | (1,582) | | | (6,361) |
| | | | | | ||||
Annualized Revenue at end of period | | | $10,602 | | | $19,147 | | | $29,547 |
Number of retail clients | | | 289 | | | 759 | | | 1,240 |
Net revenue retention | | | 149% | | | 128% | | | 110% |
| | Year ended December 31, | |||||||
| | 2019 | | | 2020 | | | 2021 | |
| | (dollars in thousands) | |||||||
Net Loss | | | (2,327) | | | (1,598) | | | (5,750) |
Interest income | | | (3) | | | (3) | | | (3) |
Depreciation expense | | | 5 | | | 19 | | | 173 |
EBITDA | | | (2,325) | | | (1,582) | | | (5,580) |
Forgiveness of PPP loan | | | — | | | — | | | (781) |
Adjusted EBITDA | | | (2,325) | | | (1,582) | | | (6,361) |
| | Year Ended December 31, | | | Change | |||||||
| | 2020 | | | 2021 | | | ($) | | | (%) | |
| | (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% |
Operating expenses: | | | | | | | | | ||||
Selling, servicing and marketing | | | 4,843 | | | 10,185 | | | 5,342 | | | 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% |
| | 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 | | | 5,342 | | | 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% |
| | Year ended December 31, | | | Change | |||||||
| | 2019 | | | 2020 | | | $ | | | % | |
| | (dollars in thousands) | ||||||||||
Revenue | | | 5,732 | | | 15,183 | | | 9,451 | | | 165% |
Cost of revenue | | | 2,086 | | | 4,978 | | | 2,892 | | | 139% |
Gross profit | | | 3,646 | | | 10,205 | | | 6,559 | | | 180% |
Operating expenses: | | | | | | | | | ||||
Selling, servicing and marketing | | | 2,402 | | | 4,843 | | | 2,441 | | | 102% |
Technology and software development | | | 2,168 | | | 4,391 | | | 2,223 | | | 103% |
General and administrative | | | 1,401 | | | 2,553 | | | 1,152 | | | 82% |
Depreciation expense | | | 5 | | | 19 | | | 14 | | | 280% |
Total operating expenses | | | 5,976 | | | 11,806 | | | 5,830 | | | 98% |
Loss from operations | | | (2,330) | | | (1,601) | | | 729 | | | -31% |
Interest and other income | | | 3 | | | 3 | | | $— | | | 0% |
Net Income before tax | | | (2,327) | | | (1,598) | | | 729 | | | -31% |
Provision for income taxes | | | — | | | — | | | — | | | — |
Net Loss | | | (2,327) | | | (1,598) | | | 729 | | | -31% |
| | Year ended December 31, | | | Change | |||||||
| | 2019 | | | 2020 | | | $ | | | % | |
| | (dollars in thousands) | ||||||||||
Revenue | | | 5,732 | | | 15,183 | | | 9,451 | | | 165% |
Cost of revenue | | | 2,086 | | | 4,978 | | | 2,892 | | | 139% |
Gross profit | | | 3,646 | | | 10,205 | | | 6,559 | | | 180% |
Operating expenses: | | | | | | | | | ||||
Selling, servicing and marketing | | | 2,402 | | | 4,843 | | | 2,441 | | | 102% |
Technology and software development | | | 2,168 | | | 4,391 | | | 2,223 | | | 103% |
General and administrative | | | 1,401 | | | 2,553 | | | 1,152 | | | 82% |
Depreciation expense | | | 5 | | | 19 | | | 14 | | | 280% |
Total operating expenses | | | 5,976 | | | 11,806 | | | 5,830 | | | 98% |
Loss from operations | | | (2,330) | | | (1,601) | | | 729 | | | -31% |
Interest and other income | | | 3 | | | 3 | | | $— | | | 0% |
Net Income before tax | | | (2,327) | | | (1,598) | | | 729 | | | -31% |
Provision for income taxes | | | — | | | — | | | — | | | — |
Net Loss | | | (2,327) | | | (1,598) | | | 729 | | | -31% |
| | Year ended December 31, | |||||||
| | 2019 | | | 2020 | | | 2021 | |
| | (dollars in thousands) | |||||||
Cash | | | 2,623 | | | 10,447 | | | 2,227 |
Accounts receivable, net | | | 817 | | | 1,141 | | | 3,045 |
Working capital | | | 8 | | | (930) | | | 3,895 |
| | Year ended December 31, | |||||||
| | 2019 | | | 2020 | | | 2021 | |
| | (dollars in thousands) | |||||||
Net cash used in operating activities | | | (2,276) | | | (1,006) | | | (7,884) |
Net cash used in investing activities | | | (33) | | | (195) | | | (374) |
Net cash provided by financing activities | | | | | 9,025 | | | 38 | |
Net increase (decrease) in cash | | | (2,309) | | | 7,824 | | | (8,220) |
| | Payments Due by Period | |||||||||||||
| | Total | | | Less than 1 year | | | 1 - 3 years | | | 3 - 5 years | | | More than 5 years | |
| | (dollars in thousands) | |||||||||||||
Operating lease obligations | | | 1,098 | | | 471 | | | 627 | | | — | | | — |
Name | | | Age | | | Position |
Executive Officers | | | | | ||
Jeffrey Harris | | | 57 | | | Chief Executive Officer and Director |
Paul Sykes | | | 56 | | | Chief Financial Officer |
Navin Anand | | | 47 | | | Chief Technology Officer |
Non-Employee Directors | | | | | ||
Steven Bernstein | | | 61 | | | Director |
Patricia Glassford | | | 58 | | | Director |
Amanda Lannert | | | 49 | | | Director |
Phil Schwarz | | | 43 | | | Director |
Sergey Sherman | | | 51 | | | Director |
Jon Trauben | | | 56 | | | Director |
Name and Principal Position | | | Salary ($) | | | 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 | | | $— | | | $— | | | $386,088 |
(1) | Mr. Sykes was appointed Chief Financial Officer effective April 7, 2021. |
(2) | Mr. Anand was appointed Chief Technology Officer effective April 12, 2021. |
(3) | Amounts represent the aggregate grant date fair value of stock options granted to our named executive officers computed in accordance with ASC Topic 718. Assumptions used to calculate these amounts are included in Note 7 – Common Stock Options accompanying the historical audited consolidated financial statements of SpringBig included in this proxy statement/prospectus. |
| | | | Option Awards | |||||||||||||||||
| | Grant Date | | | Vesting Commencement Date | | | | | Number of securities underlying unexercised options (#) exercisable | | | Number of securities underlying unexercised options (#) unexercisable | | | Option exercise price ($) | | | Option expiration date | ||
Jeffrey Harris | | | 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 | |
Paul Sykes | | | 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 |
(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 upon the closing of the business combination and (c) 50% of the shares subject to the option ratably over 24 months following the business combination. |
| | Prior to Business Combination and Related Transactions | | After the Business Combination and Related Transactions | | | Prior to Business Combination and Related Transactions | | After the Business Combination and Related Transactions | |||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Number of Ordinary Shares Beneficially Owned | | Percentage of Outstanding Ordinary Shares | | Number of Shares of Common Stock Beneficially Owned | | Percentage of Total Voting Power | | Number of Shares of Common Stock Beneficially Owned | | Percentage of Total Voting Power | | Number of Ordinary Shares Beneficially Owned | | Percentage of Outstanding Ordinary Shares | | Number of Shares of Common Stock Beneficially Owned | | Percentage of Total Voting Power | | Number of Shares of Common Stock Beneficially Owned | | Percentage of Total Voting Power | ||||||||||||
5% Stockholders, Directors and Named Executive Officers of Tuatara(1) | | | | | | | | | | | | | ||||||||||||||||||||||||
TCAC Sponsor, LLC(2) | | 4,870,000 | | 19.5% | | 4,870,000 | | 9.6% | | 4,870,000 | | 15.4% | | 4,870,000 | | 19.5% | | 3,870,000 | | 8.1% | | 3,870,000 | | 14.1% | ||||||||||||
The Goldman Sachs Group, Inc.(3) 200 West Street New York, NY 10282 | | 1,358,965 | | 5.4% | | 1,358,965 | | 2.7% | | 1,358,965 | | 4.3% | | 1,358,965 | | 5.4% | | 1,426,913 | | 3.0% | | 79,170 | | 0.3% | ||||||||||||
Albert Foreman | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
Mark Zittman | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
Sergey Sherman | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
Jeffrey Bornstein(4) | | 40,000 | | * | | 40,000 | | * | | 40,000 | | * | | 40,000 | | * | | 40,000 | | * | | 40,000 | | * | ||||||||||||
Michael Finkelman | | 40,000 | | * | | 40,000 | | * | | 40,000 | | * | | 40,000 | | * | | 40,000 | | * | | 40,000 | | * | ||||||||||||
Richard Taney | | 50,000 | | * | | 50,000 | | * | | 50,000 | | * | | 50,000 | | * | | 50,000 | | * | | 50,000 | | * | ||||||||||||
All directors and executive officers of Tuatara as a group pre-business combination (six individuals) | | 130,000 | | * | | 130,000 | | * | | 130,000 | | * | | 130,000 | | * | | 130,000 | | * | | 130,000 | | * | ||||||||||||
| | | | | | | | | | | | |||||||||||||||||||||||||
5% Stockholders, Directors and Named Executive Officers of New SpringBig Post-Business Combination:(5) | | | | | | | | | | | | | ||||||||||||||||||||||||
Tuatara Capital Fund II, L.P.(6) 655 Third Avenue, 8th floor New York, NY 10017 | | 4,870,000 | | 19.5% | | 5,470,000 | | 10.8% | | 5,470,000 | | 17.3% | | 4,870,000 | | 19.5% | | 4,470,000 | | 9.3% | | 4,470,000 | | 16.3% | ||||||||||||
Medici Holdings V, Inc. 625 NW 533rd Street, Ste. 250 Boca Raton, Florida 33487 | | — | | — | | 5,378,779 | | 10.6% | | 5,378,779 | | 17.1% | | — | | — | | 4,720,153 | | 9.9% | | 4,720,153 | | 17.2% | ||||||||||||
TVC Capital IV, L.P.(7) 11710 El Camino Real, Suite 100 San Diego, CA 92130 | | — | | — | | 2,737,531 | | 5.4% | | 2,737,531 | | 8.7% | | — | | — | | 2,463,547 | | 5.2% | | 2,463,547 | | 9.0% | ||||||||||||
Altitude Investment Partners, LP 73 Bal Bay Drive Bal Harbor, FL 33154 | | — | | — | | 1,733,112 | | 3.4% | | 1,733,112 | | 5.5% | | — | | — | | 1,520,894 | | 3.2% | | 1,520,894 | | 5.5% | ||||||||||||
Jeffrey Harris(8) | | — | | — | | 5,943,464 | | 11.7% | | 5,943,464 | | 18.8% | | — | | — | | 5,216,918 | | 10.9% | | 5,216,918 | | 19.0% | ||||||||||||
Paul Sykes(9) | | — | | — | | 136,570 | | * | | 136,570 | | * | | — | | — | | 119,847 | | * | | 119,847 | | 0.4% | ||||||||||||
Navin Anand(10) | | — | | — | | 100,151 | | * | | 100,151 | | * | | — | | — | | 87,888 | | * | | 87,888 | | 0.3% | ||||||||||||
Steven Bernstein | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
Patricia Glassford | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
Amanda Lannert | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
Phil Schwarz | | — | | — | | 537,877 | | 1.1% | | 537,877 | | 1.7% | | — | | — | | 472,013 | | 1.0% | | 472,013 | | 1.7% | ||||||||||||
Sergey Sherman | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
Jon Trauben | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | ||||||||||||
All directors and named executive officers of New SpringBig as a group post-business combination (9 individuals): | | — | | — | | 6,718,062 | | 13.2% | | 6,718,062 | | 21.3% | | — | | — | | 5,896,666 | | 12.3% | | 5,896,666 | | 21.1% |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 655 Third Avenue, 8th floor, New York, New York 10017, United States of America. |
(2) | Our sponsor is controlled by its sole member, Tuatara Capital Fund II, L.P. (“Fund II”). Fund II is controlled by a board of managers comprised of three individuals - Albert Foreman, Mark Zittman and Marc Riiska. Any action by our sponsor with respect to our company or the founders shares, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers of Fund II. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of Fund II’s managers, none of the managers is deemed to be a beneficial owner of our sponsor’s securities, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of the founders shares held by our sponsor. |
(3) | Based solely on a Schedule 13G filed on February 1, 2022. Represents 1,358,965 of Class A ordinary shares beneficially owned by the Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. have shared voting and dispositive power over such shares. Goldman Sachs & Co. LLC is a member of the New York Stock Exchange and other national exchanges. Goldman Sachs & Co. LLC is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. The Goldman Sachs Group, Inc. is a public entity and its common stock is publicly traded on the New York Stock Exchange and it is managed by its board of directors. |
(4) | Shares held by Whipstick Ventures, LLC. Jeffrey Bornstein has a controlling interest in Whipstick Ventures, LLC and may be deemed to beneficially own these shares. |
(5) | Unless otherwise indicated, the business address of each of the persons to be directors or named executive officers of New SpringBig post-business combination is 621 NW 53rd Street, Ste. 250, Boca Raton, Florida 33487. |
(6) | Includes 4,870,000 shares of common stock held by TCAC Sponsor, LLC and 600,000 shares of common stock held by Fund II upon the completion of the business combination pursuant to the PIPE subscription financing. Fund II is the sole member of TCAC Sponsor, LLC. Accordingly, shares of common stock held by TCAC Sponsor, LLC may be attributed to Fund II. Fund II is controlled by a board of managers comprised of three individuals - Albert Foreman, Mark Zittman and Marc Riiska. Any action by Fund II with respect to New SpringBig or the shares of common stock, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of Fund II’s managers, none of the managers of is deemed to be a beneficial owner of Fund II’s securities, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of the shares of common stock held by Fund II. |
(7) | Includes |
(8) | Includes 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 and voting power. Also, includes 10,000 shares of common stock to be purchased by Mr. Harris as part of the PIPE subscription financing. |
(9) | Includes |
(10) | Includes |
| | 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 |
| | Page | |
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Financial Statements: | | | |
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Audited Financial Statements | | | |
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| | December 31, | ||||
| | 2021 | | | 2020 | |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash | | | $621,472 | | | $185,752 |
Prepaid expenses | | | 259,939 | | | 0 |
Total Current Assets | | | 881,411 | | | 185,752 |
| | | | |||
Deferred offering costs | | | 0 | | | 417,083 |
Investments held in Trust Account | | | 200,035,810 | | | 0 |
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 | | | $0 |
Accrued offering costs | | | 108,000 | | | 332,899 |
Promissory note – related party | | | 0 | | | 250,000 |
Total Current Liabilities | | | 1,663,405 | | | 582,899 |
| | | | |||
Warrant Liabilities | | | 9,440,000 | | | 0 |
Deferred underwriting fee payable | | | 7,000,000 | | | 0 |
Total Liabilities | | | 18,103,405 | | | 582,899 |
| | | | |||
Commitments and Contingencies | | | 0 | | | 0 |
Class A ordinary shares subject to possible redemption 20,000,000 and 0 shares at $10.00 per share at December 31, 2021 and 2020, respectively | | | 200,000,000 | | | 0 |
| | | | |||
Shareholders’ Equity (Deficit) | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding | | | 0 | | | 0 |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized -0- shares issued and outstanding at December 31, 2021 and 2020 | | | 0 | | | 0 |
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 | | | 0 | | | 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 | | | Year Ended December 31, 2021 | | Period from January 24, 2020 (Inception) through December 31, 2020 | |||
Operating and formation costs | | $2,035,074 | | $5,064 | | $2,035,074 | | $5,064 | ||||
Loss from operations | | (2,035,074) | | (5,064) | | (2,035,074) | | (5,064) | ||||
| | | | |||||||||
Other income (expense): | | | | | ||||||||
Change in fair value of warrant liabilities | | 12,960,000 | | 0 | | 12,960,000 | | 0 | ||||
Transaction costs allocated to warrant liabilities | | (853,386) | | 0 | | (853,386) | | 0 | ||||
Compensation expense | | (2,400,000) | | 0 | | (2,400,000) | | 0 | ||||
Interest earned on investments held in Trust Account | | 35,810 | | 0 | | 35,810 | | 0 | ||||
Other income (expense), net | | 9,742,424 | | 0 | | 9,742,424 | | 0 | ||||
| | | | |||||||||
Net income (loss) | | $7,707,350 | | $(5,064) | | $7,707,350 | | $(5,064) | ||||
| | | | |||||||||
Basic weighted average shares outstanding, Class A ordinary shares | | 17,369,863 | | 0 | | 17,369,863 | | 0 | ||||
| | | | |||||||||
Basic net income per share, Class A ordinary shares | | $0.35 | | $0 | | $0.35 | | $0 | ||||
| | | | |||||||||
Basic weighted average shares outstanding, Class B ordinary shares | | 4,917,808 | | 4,375,000 | | 4,917,808 | | 4,375,000 | ||||
| | | | |||||||||
Basic net income per share, Class B ordinary shares | | $0.35 | | $0 | | $0.35 | | $0 | ||||
| | | | |||||||||
Diluted weighted average shares outstanding, Class B ordinary shares | | 5,000,000 | | 4,375,000 | | 5,000,000 | | 4,375,000 | ||||
| | | | |||||||||
Diluted net income per share, Class B ordinary shares | | $0.34 | | $0 | | $0.34 | | $0 |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Shareholders’ Equity (Deficit) | | | Class B Ordinary Shares | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Shareholders’ Equity (Deficit) | |||||||||||
| | Shares | | Amount | | | | Shares | | Amount | | |||||||||||||||||||
Balance – January 24, 2020 (inception) | | 0 | | $0 | | $0 | | $0 | | $0 | | 0 | | $0 | | $0 | | $0 | | $0 | ||||||||||
| | | | | | |||||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | | 5,031,250 | | 503 | | 24,497 | | 0 | | 25,000 | | 5,031,250 | | 503 | | 24,497 | | 0 | | 25,000 | ||||||||||
| | | | | | |||||||||||||||||||||||||
Net loss | | — | | 0 | | 0 | | (5,064) | | (5,064) | | — | | 0 | | 0 | | (5,064) | | (5,064) | ||||||||||
| | | | | | |||||||||||||||||||||||||
Balance – December 31, 2020 | | 5,031,250 | | 503 | | 24,497 | | (5,064) | | 19,936 | | 5,031,250 | | 503 | | 24,497 | | (5,064) | | 19,936 | ||||||||||
| | | | | | |||||||||||||||||||||||||
Forfeiture of Founder Shares | | (31,250) | | (3) | | 0 | | 3 | | 0 | | (31,250) | | (3) | | 0 | | 3 | | 0 | ||||||||||
| | | | | | |||||||||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount | | — | | 0 | | (24,497) | | (24,888,973) | | (24,913,470) | | — | | 0 | | (24,497) | | (24,888,973) | | (24,913,470) | ||||||||||
| | | | | | |||||||||||||||||||||||||
Net income | | — | | 0 | | 0 | | 7,707,350 | | 7,707,350 | | — | | 0 | | 0 | | 7,707,350 | | 7,707,350 | ||||||||||
| | | | | | |||||||||||||||||||||||||
Balance – December 31, 2021 | | 5,000,000 | | $500 | | $0 | | $(17,186,684) | | $(17,186,184) | | 5,000,000 | | $500 | | $0 | | $(17,186,684) | | $(17,186,184) |
| | Year Ended December 31, 2021 | | Period from January 24, 2020 (Inception) through December 31, 2020 | | | 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) | | $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 | | 0 | | 5,000 | | 0 | | 5,000 | ||||
Interest earned on investments securities held in Trust Account | | (35,810) | | 0 | | (35,810) | | 0 | ||||
Change in fair value of warrants | | (12,960,000) | | 0 | | (12,960,000) | | 0 | ||||
Transaction costs allocated to warrants | | 853,386 | | 0 | | 853,386 | | 0 | ||||
Compensation expense | | 2,400,000 | | | 2,400,000 | | ||||||
Changes in operating assets and liabilities: | | | | | ||||||||
Prepaid expenses and other current assets | | (259,939) | | 0 | | (259,939) | | 0 | ||||
Accounts payable and accrued expenses | | 1,555,405 | | 0 | | 1,555,405 | | 0 | ||||
Net cash used in operating activities | | (739,608) | | (64) | | (739,608) | | (64) | ||||
| | | | |||||||||
Cash Flows from Investing Activities: | | | | | ||||||||
Investment of cash in Trust Account | | (200,000,000) | | 0 | | (200,000,000) | | 0 | ||||
Net cash used in investing activities | | (200,000,000) | | 0 | | (200,000,000) | | 0 | ||||
| | | | |||||||||
Cash Flows from Financing Activities: | | | | | ||||||||
Proceeds from issuance of Class B ordinary shares to Sponsor | | 196,000,000 | | 25,000 | | 196,000,000 | | 25,000 | ||||
Proceeds from sale of Private Placements Warrants | | 6,000,000 | | 0 | | 6,000,000 | | 0 | ||||
Proceeds from promissory note – related party | | 0 | | 210,000 | | 0 | | 210,000 | ||||
Repayment of promissory note – related party | | (250,000) | | 0 | | (250,000) | | 0 | ||||
Payment of offering costs | | (574,672) | | (49,184) | | (574,672) | | (49,184) | ||||
Net cash provided by financing activities | | 201,175,328 | | 185,816 | | 201,175,328 | | 185,816 | ||||
| | | | |||||||||
Net Change in Cash | | 435,720 | | 185,752 | | 435,720 | | 185,752 | ||||
Cash – Beginning of period | | 185,752 | | 0 | | 185,752 | | 0 | ||||
Cash – End of period | | $621,472 | | $185,752 | | $621,472 | | $185,752 | ||||
| | | | |||||||||
Non-Cash investing and financing activities: | | | | | ||||||||
Offering costs included in accrued offering costs | | $108,000 | | $332,899 | | $108,000 | | $332,899 | ||||
Offering costs paid through promissory note | | $0 | | $35,000 | | $0 | | $35,000 | ||||
Deferred underwriting fee payable | | $7,000,000 | | $0 | | $7,000,000 | | $0 |
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 | | | $0 | | | $(5,064) |
Denominator: | | | | | | | | | ||||
Basic weighted average shares outstanding | | | 17,369,863 | | | 4,917,808 | | | 0 | | | 4,375,000 |
Basic net income per ordinary share | | | $0.35 | | | $0.35 | | | $0 | | | $0 |
| | | | | | | | |||||
Diluted net income (loss) per ordinary share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income (loss), as adjusted | | | $5,984,642 | | | $1,722,708 | | | $0 | | | $(5,064) |
Denominator: | | | | | | | | | ||||
Diluted weighted average shares outstanding | | | 17,369,863 | | | 5,000,000 | | | 0 | | | 4,375,000 |
Diluted net income per ordinary share | | | $0.34 | | | $0.34 | | | $0 | | | $0 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash | | | $621,472 | | | $185,752 |
Prepaid expenses | | | 259,939 | | | 0 |
Total Current Assets | | | 881,411 | | | 185,752 |
| | | | |||
Deferred offering costs | | | 0 | | | 417,083 |
Investments held in Trust Account | | | 200,035,810 | | | 0 |
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 | | | $0 |
Accrued offering costs | | | 108,000 | | | 332,899 |
Promissory note – related party | | | 0 | | | 250,000 |
Total Current Liabilities | | | 1,663,405 | | | 582,899 |
| | | | |||
Warrant Liabilities | | | 9,440,000 | | | 0 |
Deferred underwriting fee payable | | | 7,000,000 | | | 0 |
Total Liabilities | | | 18,103,405 | | | 582,899 |
| | | | |||
Commitments and Contingencies | | | 0 | | | 0 |
Class A ordinary shares subject to possible redemption 20,000,000 and 0 shares at $10.00 per share at December 31, 2021 and 2020, respectively | | | 200,000,000 | | | 0 |
| | | | |||
Shareholders’ Equity (Deficit) | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding | | | 0 | | | 0 |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized -0- shares issued and outstanding at December 31, 2021 and 2020 | | | 0 | | | 0 |
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 | | | 0 | | | 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 | | | 0 |
Transaction costs allocated to warrant liabilities | | | (853,386) | | | 0 |
Compensation expense | | | (2,400,000) | | | 0 |
Interest earned on investments held in Trust Account | | | 35,810 | | | 0 |
Other income (expense), net | | | 9,742,424 | | | 0 |
| | | | |||
Net income (loss) | | | $7,707,350 | | | $(5,064) |
| | | ||||
Basic weighted average shares outstanding, Class A ordinary shares | | | 17,369,863 | | | 0 |
| | | | |||
Basic net income per share, Class A ordinary shares | | | $0.35 | | | $0 |
| | | | |||
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 | | | $0 |
| | | | |||
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 | | | $0 |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Equity (Deficit) | ||||
| | Shares | | | Amount | | |||||||||
Balance – January 24, 2020 (inception) | | | 0 | | | $0 | | | $0 | | | $0 | | | $0 |
| | | | | |||||||||||
Issuance of Class B ordinary shares to Sponsor | | | 5,031,250 | | | 503 | | | 24,497 | | | 0 | | | 25,000 |
| | | | | |||||||||||
Net loss | | | — | | | 0 | | | 0 | | | (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) | | | 0 | | | 3 | | | 0 |
| | | | | |||||||||||
Accretion for Class A ordinary shares to redemption amount | | | — | | | 0 | | | (24,497) | | | (24,888,973) | | | (24,913,470) |
| | | | | |||||||||||
Net income | | | — | | | 0 | | | 0 | | | 7,707,350 | | | 7,707,350 |
| | | | | |||||||||||
Balance – December 31, 2021 | | | 5,000,000 | | | $500 | | | $0 | | | $(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 | | | 0 | | | 5,000 |
Interest earned on investments securities held in Trust Account | | | (35,810) | | | 0 |
Change in fair value of warrants | | | (12,960,000) | | | 0 |
Transaction costs allocated to warrants | | | 853,386 | | | 0 |
Compensation expense | | | 2,400,000 | | | |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses and other current assets | | | (259,939) | | | 0 |
Accounts payable and accrued expenses | | | 1,555,405 | | | 0 |
Net cash used in operating activities | | | (739,608) | | | (64) |
| | | | |||
Cash Flows from Investing Activities: | | | | | ||
Investment of cash in Trust Account | | | (200,000,000) | | | 0 |
Net cash used in investing activities | | | (200,000,000) | | | 0 |
| | | | |||
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 | | | 0 |
Proceeds from promissory note – related party | | | 0 | | | 210,000 |
Repayment of promissory note – related party | | | (250,000) | | | 0 |
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 | | | 0 |
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 | | | $0 | | | $35,000 |
Deferred underwriting fee payable | | | $7,000,000 | | | $0 |
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 | | | $0 | | | $(5,064) |
Denominator: | | | | | | | | | ||||
Basic weighted average shares outstanding | | | 17,369,863 | | | 4,917,808 | | | 0 | | | 4,375,000 |
Basic net income per ordinary share | | | $0.35 | | | $0.35 | | | $0 | | | $0 |
| | | | | | | | |||||
Diluted net income (loss) per ordinary share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income (loss), as adjusted | | | $5,984,642 | | | $1,722,708 | | | $0 | | | $(5,064) |
Denominator: | | | | | | | | | ||||
Diluted weighted average shares outstanding | | | 17,369,863 | | | 5,000,000 | | | 0 | | | 4,375,000 |
Diluted net income per ordinary share | | | $0.34 | | | $0.34 | | | $0 | | | $0 |
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 | | | $0 |
| | | | | | ||||
Liabilities: | | | | | | | |||
Warrant Liability – Public Warrants | | | 1 | | | $5,900,000 | | | $0 |
Warrant Liability – Private Placement Warrants | | | 2 | | | $3,540,000 | | | $0 |
| | Private Placement | | | Public | | | Warrant Liabilities | |
Fair value as of January 1, 2021 | | | $0 | | | $0 | | | $0 |
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 | | | 0 | | | 11,500,000 | | | 11,500,000 |
Transfers to Level 2 | | | 6,900,000 | | | 0 | | | 6,900,000 |
Fair value as of December 31, 2021 | | | $0 | | | $0 | | | $0 |
| | December 31, | ||||
| | 2020 | | | 2019 | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash and cash equivalents | | | $10,447,441 | | | $2,622,859 |
Accounts receivable, net | | | 1,140,824 | | | 817,359 |
Related party receivable | | | 76,760 | | | 33,518 |
Contract assets | | | 265,950 | | | 158,823 |
Prepaid expenses and other current assets | | | 122,967 | | | 42,498 |
Total current assets | | | 12,053,942 | | | 3,675,057 |
Property and equipment, net | | | 204,975 | | | 28,398 |
Deposits and other assets | | | 63,582 | | | 41,517 |
Total assets | | | $12,322,499 | | | $3,744,972 |
| | | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | ||
Current liabilities: | | | | | ||
Accounts payable | | | $861,923 | | | $308,026 |
Related party payable | | | 55,564 | | | 44,118 |
Accrued wages and commissions | | | 352,044 | | | 291,828 |
Accrued expenses | | | 186,249 | | | 76,938 |
PPP loan payable, current portion | | | 520,632 | | | — |
Contract liabilities | | | 560,060 | | | 323,169 |
Total current liabilities | | | 2,536,472 | | | 1,044,079 |
PPP loan payable, net of current portion | | | 260,316 | | | — |
Total liabilities | | | 2,796,788 | | | 1,044,079 |
| | | | |||
Commitments and Contingencies: | | | | | ||
| | | | |||
Stockholders’ equity: | | | | | ||
Series B Preferred | | | 4,585 | | | — |
Series A Preferred | | | 5,089 | | | 5,089 |
Series Seed Preferred | | | 6,912 | | | 6,912 |
Common stock | | | 13,200 | | | 14,614 |
Additional paid-in capital | | | 16,970,433 | | | 8,550,787 |
Accumulated deficit | | | (7,474,508) | | | (5,876,509) |
Total stockholders’ equity | | | 9,525,711 | | | 2,700,893 |
Total liabilities and stockholders’ equity | | | $12,322,499 | | | $3,744,972 |
| | Years Ended December 31, | ||||
| | 2020 | | | 2019 | |
Revenues | | | $15,183,134 | | | $5,732,259 |
Cost of revenues | | | 4,978,038 | | | 2,086,168 |
Gross Profit | | | 10,205,096 | | | 3,646,091 |
Operating expenses: | | | | | ||
Selling, servicing and marketing | | | 5,028,144 | | | 2,401,999 |
Technology and software development | | | 4,391,182 | | | 2,168,310 |
General and administrative | | | 2,386,606 | | | 1,406,227 |
| | 11,805,932 | | | 5,976,536 | |
Loss from operations | | | (1,600,836) | | | (2,330,445) |
Interest income | | | 2,837 | | | 3,716 |
Loss before income taxes | | | (1,597,999) | | | (2,326,729) |
Income tax expense | | | — | | | — |
Net Loss | | | $(1,597,999) | | | $(2,326,729) |
Net loss per common share: | | | | | ||
Basic and diluted | | | $(0.11) | | | $(0.16) |
Weighted-average common shares outstanding - basic and diluted | | | 14,047,342 | | | 14,614,425 |
| | 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, 2019 | | | — | | | — | | | 5,088,944 | | | $5,089 | | | 6,911,715 | | | $6,912 | | | 14,614,425 | | | $14,614 | | | $8,309,743 | | | $(3,549,780) | | | $4,786,578 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 241,044 | | | — | | | 241,044 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,326,729) | | | (2,326,729) |
Balance-December 31, 2019 | | | — | | | — | | | 5,088,944 | | | 5,089 | | | 6,911,715 | | | 6,912 | | | 14,614,425 | | | 14,614 | | | 8,550,787 | | | (5,876,509) | | | 2,700,893 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 179,247 | | | — | | | 179,247 |
Exercise of stock options | | | — | | | — | | | — | | | — | | | — | | | — | | | 33,436 | | | 33 | | | 12,282 | | | — | | | 12,315 |
Redemption of common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,446,986) | | | (1,147) | | | (3,267,294) | | | — | | | (3,268,741) |
Issuance of Series B Preferred Stock | | | 4,585,202 | | | 4,585 | | | — | | | — | | | — | | | — | | | — | | | — | | | 11,495,411 | | | — | | | 11,499,996 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,597,999) | | | (1,597,999) |
Balance-December 31, 2020 | | | 4,585,202 | | | $4,585 | | | 5,088,944 | | | $5,089 | | | 6,911,715 | | | $6,912 | | | 13,200,875 | | | $13,200 | | | $16,970,433 | | | $(7,474,508) | | | $9,525,711 |
| | Years Ended December 31, | ||||
| | 2020 | | | 2019 | |
Operating activities: | | | | | ||
Net Loss | | | $(1,597,999) | | | $(2,326,729) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Depreciation and amortization | | | 18,788 | | | 4,845 |
Stock-based compensation expense | | | 179,247 | | | 241,044 |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (323,465) | | | (702,975) |
Related party receivable | | | (43,242) | | | (33,518) |
Prepaid expenses and other current assets | | | (80,469) | | | (8,938) |
Contract assets | | | (107,127) | | | (158,823) |
Deposits and other assets | | | (22,065) | | | (8,517) |
Accounts payable and other liabilities | | | 723,724 | | | 552,707 |
Related party payable | | | 11,146 | | | (84,084) |
Contract liabilities | | | 236,891 | | | 249,300 |
Net cash used in operating activities | | | (1,004,571) | | | (2,275,688) |
Investing activities: | | | | | ||
Purchases of property and equipment | | | (195,365) | | | (33,243) |
Net cash used in investing activities | | | (195,365) | | | (33,243) |
Financing activities: | | | | | ||
Proceeds from PPP loan | | | 780,948 | | | — |
Proceeds from issuance of preferred stock | | | 11,499,996 | | | — |
Repurchase of common stock | | | (3,268,741) | | | — |
Proceeds from exercise of stock options | | | 12,315 | | | — |
Net cash provided by financing activities | | | 9,024,518 | | | — |
Net increase (decrease) in cash and cash equivalents | | | 7,824,582 | | | (2,308,931) |
Cash and cash equivalents at beginning of year | | | 2,622,859 | | | 4,931,790 |
Cash and cash equivalents at end of year | | | $10,447,441 | | | $2,622,859 |
| | | | |||
Supplemental Disclosure of Cash Flow Information | | | | | ||
Cash paid during the year for interest | | | $— | | | $— |
Income tax paid during the year | | | $— | | | $— |
| | December 31, 2020 | | | December 31, 2019 | |
Accounts receivable | | | $1,026,522 | | | $616,983 |
Unbilled receivables | | | 264,599 | | | 200,876 |
Less allowance for doubtful accounts | | | (150,297) | | | (500) |
| | | | |||
Accounts receivable, net | | | $1,140,824 | | | $817,359 |
| | December 31, 2020 | | | December 31, 2019 | |
Deferred sales commissions | | | $265,950 | | | $158,823 |
| | December 31, 2020 | | | December 31, 2019 | |
Deferred revenue | | | $468,212 | | | $225,924 |
Deferred set-up revenues | | | 91,848 | | | 97,245 |
| | | | |||
Contract liabilities | | | $560,060 | | | $323,169 |
| | 2020 | | | 2019 | |
Contract liabilities at start of the year | | | $323,169 | | | $73,869 |
Amounts invoiced during the year | | | 8,970,292 | | | 3,440,369 |
Less revenue recognized during the year | | | (8,733,401) | | | (3,191,069) |
| | | | |||
Contract liabilities at end of the year | | | $560,060 | | | $323,169 |
| | December 31, 2020 | | | December 31, 2019 | |
Computer equipment | | | $83,208 | | | $33,243 |
Data warehouse | | | 145,400 | | | — |
Less accumulated depreciation | | | (23,633) | | | (4,845) |
| | | | |||
Property and Equipment | | | $204,975 | | | $28,398 |
2021 | | | $520,632 |
2022 | | | 260,316 |
| | $780,948 |
| | December 31, 2020 | | | December 31, 2019 | |
Loss per share: | | | | | ||
| | | | |||
Numerator: | | | | | ||
Net loss | | | $(1,597,999) | | | $(2,326,729) |
| | | | |||
Denominator | | | | | ||
Weighted-average common shares outstanding - basic and diluted | | | 14,047,342 | | | 14,614,425 |
Basic and diluted loss per common share | | | $(0.11) | | | $(0.16) |
| | December 31, 2020 | | | December 31, 2019 | |
Shares subject to Series A Preferred Stock Conversion | | | 5,088,944 | | | 5,088,944 |
Shares subject to Series B Preferred Stock Conversion | | | 4,585,202 | | | — |
Shares subject to Seed Preferred Stock Conversion | | | 6,911,715 | | | 6,911,715 |
Shares vested and subject to exercise of stock options | | | 3,838,429 | | | 2,970,724 |
Shares unvested and subject to exercise of stock options | | | 2,202,614 | | | 1,626,776 |
| | 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) |
January 1, 2019 | | | 2,820,000 | | | $0.11 | | | 1,645,103 | | | 9.17 | | | $0.11 |
| | | | | | | | | | ||||||
Forfeited | | | (70,000) | | | $0.31 | | | | | | | |||
Granted | | | 1,847,500 | | | $0.31 | | | | | | | |||
| | | | | | | | | | ||||||
December 31, 2019 | | | 4,597,500 | | | $0.19 | | | 2,970,724 | | | 8.48 | | | $0.17 |
| | | | | | | | | | ||||||
Exercised | | | (33,436) | | | $0.37 | | | | | | | |||
Forfeited | | | (56,668) | | | $0.33 | | | | | | | |||
Cancelled | | | (41,353) | | | $0.39 | | | | | | | |||
Granted | | | 1,575,000 | | | $0.68 | | | | | | | |||
| | | | | | | | | | ||||||
December 31, 2020 | | | 6,041,043 | | | $0.31 | | | 3,838,429 | | | 7.62 | | | $0.19 |
| | Options Outstanding | | | Options Vested and Exercisable | |||||||
Fixed Options | | | Number of Options | | | Aggregate Intrinsic value | | | Number of Options | | | Aggregate Intrinsic value |
January 1, 2019 | | | 2,820,000 | | | $564,000 | | | 1,645,103 | | | $329,021 |
December 31, 2019 | | | 4,597,500 | | | $1,161,675 | | | 2,970,724 | | | $811,714 |
December 31, 2020 | | | 6,041,043 | | | $2,648,709 | | | 3,838,429 | | | $2,145,830 |
| | 2020 | | | 2019 | |
Risk-free rate | | | 0.79% | | | 2.38% |
Expected life (years) | | | 5.76 | | | 5.65 |
Expected volatility | | | 52.53% | | | 54.77% |
Expected dividend yield | | | 0.00% | | | 0.00% |
Year Ending December 31 | | | Amount |
2021 | | | $354,000 |
2022 | | | 365,000 |
2023 | | | 354,000 |
2024 | | | 264,000 |
| | ||
| | $1,337,000 |
| | December 31, 2020 | | | December 31, 2019 | |||||||
| | Amount | | | Rate | | | Amount | | | Rate | |
Tax provision (benefit) at statutory rate | | | $(335,580) | | | 21% | | | $(488,613) | | | 21% |
Increase (decrease) in taxes resulting from | | | | | | | | | ||||
State and local income tax | | | (68,813) | | | 4% | | | (100,165) | | | 4% |
Permanent differences | | | 2,996 | | | 0% | | | 4,503 | | | 0% |
Valuation allowance increase (decrease) | | | 401,397 | | | -25% | | | 584,275 | | | -25% |
Provision (benefit) for income | | | $— | | | 0% | | | $— | | | 0% |
| | 2020 | | | 2019 | |
Tax effect of: | | | | | ||
Accrued expenses | | | $35,483 | | | $17,742 |
Other | | | 7,301 | | | (10,644) |
Depreciation and amortization | | | 111,677 | | | 224,123 |
Federal net operating loss | | | 1,463,592 | | | 1,030,866 |
Stock-based compensation | | | 146,570 | | | 101,139 |
| | | | |||
Net deferred income tax asset | | | 1,764,623 | | | 1,363,226 |
Valuation Allowance | | | (1,764,623) | | | (1,363,226) |
| | | | |||
Net deferred income tax asset | | | $— | | | $— |
| | December 31, | ||||
| | 2021 | | | 2020 | |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash | | | $621,472 | | | $185,752 |
Prepaid expenses | | | 259,939 | | | 0 |
Total Current Assets | | | 881,411 | | | 185,752 |
| | | | |||
Deferred offering costs | | | 0 | | | 417,083 |
Investments held in Trust Account | | | 200,035,810 | | | 0 |
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 | | | $0 |
Accrued offering costs | | | 108,000 | | | 332,899 |
Promissory note – related party | | | 0 | | | 250,000 |
Total Current Liabilities | | | 1,663,405 | | | 582,899 |
| | | | |||
Warrant Liabilities | | | 9,440,000 | | | 0 |
Deferred underwriting fee payable | | | 7,000,000 | | | 0 |
Total Liabilities | | | 18,103,405 | | | 582,899 |
| | | | |||
Commitments and Contingencies | | | 0 | | | 0 |
Class A ordinary shares subject to possible redemption 20,000,000 and 0 shares at $10.00 per share at December 31, 2021 and 2020, respectively | | | 200,000,000 | | | 0 |
| | | | |||
Shareholders’ Equity (Deficit) | | | | | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding | | | 0 | | | 0 |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized -0- shares issued and outstanding at December 31, 2021 and 2020 | | | 0 | | | 0 |
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 | | | 0 | | | 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 |
| | 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 | | | — | | | 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 | | | — | | | 521 |
Contract liabilities | | | 450 | | | 560 |
Total current liabilities | | | 2,584 | | | 2,537 |
PPP loan payable, net of current portion | | | — | | | 260 |
Total liabilities | | | $2,584 | | | $2,797 |
| | | | |||
Commitments and Contingencies | | | | | ||
| | | | |||
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 |
(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 | | | 0 |
Transaction costs allocated to warrant liabilities | | | (853,386) | | | 0 |
Compensation expense | | | (2,400,000) | | | 0 |
Interest earned on investments held in Trust Account | | | 35,810 | | | 0 |
Other income (expense), net | | | 9,742,424 | | | 0 |
| | | | |||
Net income (loss) | | | $7,707,350 | | | $(5,064) |
| | | ||||
Basic weighted average shares outstanding, Class A ordinary shares | | | 17,369,863 | | | 0 |
| | | | |||
Basic net income per share, Class A ordinary shares | | | $0.35 | | | $0 |
| | | | |||
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 | | | $0 |
| | | | |||
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 | | | $0 |
| | Class B Ordinary Shares | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Shareholders’ Equity (Deficit) | ||||
| | Shares | | | Amount | | |||||||||
Balance – January 24, 2020 (inception) | | | 0 | | | $0 | | | $0 | | | $0 | | | $0 |
| | | | | |||||||||||
Issuance of Class B ordinary shares to Sponsor | | | 5,031,250 | | | 503 | | | 24,497 | | | 0 | | | 25,000 |
| | | | | |||||||||||
Net loss | | | — | | | 0 | | | 0 | | | (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) | | | 0 | | | 3 | | | 0 |
| | | | | |||||||||||
Accretion for Class A ordinary shares to redemption amount | | | — | | | 0 | | | (24,497) | | | (24,888,973) | | | (24,913,470) |
| | | | | |||||||||||
Net income | | | — | | | 0 | | | 0 | | | 7,707,350 | | | 7,707,350 |
| | | | | |||||||||||
Balance – December 31, 2021 | | | 5,000,000 | | | $500 | | | $0 | | | $(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 | | | 0 | | | 5,000 |
Interest earned on investments securities held in Trust Account | | | (35,810) | | | 0 |
Change in fair value of warrants | | | (12,960,000) | | | 0 |
Transaction costs allocated to warrants | | | 853,386 | | | 0 |
Compensation expense | | | 2,400,000 | | | |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses and other current assets | | | (259,939) | | | 0 |
Accounts payable and accrued expenses | | | 1,555,405 | | | 0 |
Net cash used in operating activities | | | (739,608) | | | (64) |
| | | | |||
Cash Flows from Investing Activities: | | | | | ||
Investment of cash in Trust Account | | | (200,000,000) | | | 0 |
Net cash used in investing activities | | | (200,000,000) | | | 0 |
| | | | |||
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 | | | 0 |
Proceeds from promissory note – related party | | | 0 | | | 210,000 |
Repayment of promissory note – related party | | | (250,000) | | | 0 |
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 | | | 0 |
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 | | | $0 | | | $35,000 |
Deferred underwriting fee payable | | | $7,000,000 | | | $0 |
| | 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 | | | — |
Loss before provision for income taxes | | | (5,748) | | | (1,598) |
Provision for income taxes | | | 2 | | | — |
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 | | | — | | | $— | | | 5,089 | | | $5 | | | 6,912 | | | $7 | | | 14,614 | | | $15 | | | $8,551 | | | $(5,877) | | | $2,701 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 179 | | | — | | | 179 |
Exercise of stock options | | | — | | | — | | | — | | | — | | | — | | | — | | | 33 | | | — | | | 12 | | | — | | | 12 |
Redemption of common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,447) | | | (1) | | | (3,267) | | | — | | | (3,268) |
Issuance of Series B preferred stock | | | 4,584 | | | 5 | | | — | | | — | | | — | | | — | | | — | | | — | | | 11,495 | | | — | | | 11,500 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (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 | | | — | | | — | | | — | | | — | | | — | | | — | | | 114 | | | — | | | 595 | | | — | | | 595 |
Exercise of stock options | | | — | | | — | | | — | | | — | | | — | | | — | | | 159 | | | — | | | 38 | | | — | | | 38 |
Issuance of common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | 67 | | | — | | | 50 | | | — | | | 50 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (5,750) | | | (5,750) |
Balance - December 31, 2021 | | | 4,584 | | | $5 | | | 5,089 | | | $5 | | | 6,912 | | | $7 | | | 13,540 | | | $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) | | | — |
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) | | | — |
Purchases of property and equipment | | | (252) | | | (195) |
Net cash used in investing activities | | | (374) | | | (195) |
Cash flows from financing activities: | | | | | ||
Proceeds from PPP loan | | | — | | | 781 |
Proceeds from issuance of common stock | | | — | | | 11,500 |
Repurchase of common stock | | | — | | | (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 | | | $— |
Indemnity holdback for business combination | | | $23 | | | $— |
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 | | | $0 | | | $(5,064) |
Denominator: | | | | | | | | | ||||
Basic weighted average shares outstanding | | | 17,369,863 | | | 4,917,808 | | | 0 | | | 4,375,000 |
Basic net income per ordinary share | | | $0.35 | | | $0.35 | | | $0 | | | $0 |
| | | | | | | | |||||
Diluted net income (loss) per ordinary share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income (loss), as adjusted | | | $5,984,642 | | | $1,722,708 | | | $0 | | | $(5,064) |
Denominator: | | | | | | | | | ||||
Diluted weighted average shares outstanding | | | 17,369,863 | | | 5,000,000 | | | 0 | | | 4,375,000 |
Diluted net income per ordinary share | | | $0.34 | | | $0.34 | | | $0 | | | $0 |
(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 | | | $0 |
| | | | | | ||||
Liabilities: | | | | | | | |||
Warrant Liability – Public Warrants | | | 1 | | | $5,900,000 | | | $0 |
Warrant Liability – Private Placement Warrants | | | 2 | | | $3,540,000 | | | $0 |
| | 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 | | | $0 | | | $0 | | | $0 |
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 | | | 0 | | | 11,500,000 | | | 11,500,000 |
Transfers to Level 2 | | | 6,900,000 | | | 0 | | | 6,900,000 |
Fair value as of December 31, 2021 | | | $0 | | | $0 | | | $0 |
(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. |
| | December 31, | ||||
| | 2020 | | | 2019 | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash and cash equivalents | | | $10,447,441 | | | $2,622,859 |
Accounts receivable, net | | | 1,140,824 | | | 817,359 |
Related party receivable | | | 76,760 | | | 33,518 |
Contract assets | | | 265,950 | | | 158,823 |
Prepaid expenses and other current assets | | | 122,967 | | | 42,498 |
Total current assets | | | 12,053,942 | | | 3,675,057 |
Property and equipment, net | | | 204,975 | | | 28,398 |
Deposits and other assets | | | 63,582 | | | 41,517 |
Total assets | | | $12,322,499 | | | $3,744,972 |
| | | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | ||
Current liabilities: | | | | | ||
Accounts payable | | | $861,923 | | | $308,026 |
Related party payable | | | 55,564 | | | 44,118 |
Accrued wages and commissions | | | 352,044 | | | 291,828 |
Accrued expenses | | | 186,249 | | | 76,938 |
PPP loan payable, current portion | | | 520,632 | | | — |
Contract liabilities | | | 560,060 | | | 323,169 |
Total current liabilities | | | 2,536,472 | | | 1,044,079 |
PPP loan payable, net of current portion | | | 260,316 | | | — |
Total liabilities | | | 2,796,788 | | | 1,044,079 |
| | | | |||
Commitments and Contingencies: | | | | | ||
| | | | |||
Stockholders’ equity: | | | | | ||
Series B Preferred | | | 4,585 | | | — |
Series A Preferred | | | 5,089 | | | 5,089 |
Series Seed Preferred | | | 6,912 | | | 6,912 |
Common stock | | | 13,200 | | | 14,614 |
Additional paid-in capital | | | 16,970,433 | | | 8,550,787 |
Accumulated deficit | | | (7,474,508) | | | (5,876,509) |
Total stockholders’ equity | | | 9,525,711 | | | 2,700,893 |
Total liabilities and stockholders’ equity | | | $12,322,499 | | | $3,744,972 |
| | Years Ended December 31, | ||||
| | 2020 | | | 2019 | |
Revenues | | | $15,183,134 | | | $5,732,259 |
Cost of revenues | | | 4,978,038 | | | 2,086,168 |
Gross Profit | | | 10,205,096 | | | 3,646,091 |
Operating expenses: | | | | | ||
Selling, servicing and marketing | | | 5,028,144 | | | 2,401,999 |
Technology and software development | | | 4,391,182 | | | 2,168,310 |
General and administrative | | | 2,386,606 | | | 1,406,227 |
| | 11,805,932 | | | 5,976,536 | |
Loss from operations | | | (1,600,836) | | | (2,330,445) |
Interest income | | | 2,837 | | | 3,716 |
Loss before income taxes | | | (1,597,999) | | | (2,326,729) |
Income tax expense | | | — | | | — |
Net Loss | | | $(1,597,999) | | | $(2,326,729) |
Net loss per common share: | | | | | ||
Basic and diluted | | | $(0.11) | | | $(0.16) |
Weighted-average common shares outstanding - basic and diluted | | | 14,047,342 | | | 14,614,425 |
| | 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, 2019 | | | — | | | — | | | 5,088,944 | | | $5,089 | | | 6,911,715 | | | $6,912 | | | 14,614,425 | | | $14,614 | | | $8,309,743 | | | $(3,549,780) | | | $4,786,578 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 241,044 | | | — | | | 241,044 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,326,729) | | | (2,326,729) |
Balance-December 31, 2019 | | | — | | | — | | | 5,088,944 | | | 5,089 | | | 6,911,715 | | | 6,912 | | | 14,614,425 | | | 14,614 | | | 8,550,787 | | | (5,876,509) | | | 2,700,893 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 179,247 | | | — | | | 179,247 |
Exercise of stock options | | | — | | | — | | | — | | | — | | | — | | | — | | | 33,436 | | | 33 | | | 12,282 | | | — | | | 12,315 |
Redemption of common stock | | | — | | | — | | | — | | | — | ��� | | — | | | — | | | (1,446,986) | | | (1,147) | | | (3,267,294) | | | — | | | (3,268,741) |
Issuance of Series B Preferred Stock | | | 4,585,202 | | | 4,585 | | | — | | | — | | | — | | | — | | | — | | | — | | | 11,495,411 | | | — | | | 11,499,996 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,597,999) | | | (1,597,999) |
Balance-December 31, 2020 | | | 4,585,202 | | | $4,585 | | | 5,088,944 | | | $5,089 | | | 6,911,715 | | | $6,912 | | | 13,200,875 | | | $13,200 | | | $16,970,433 | | | $(7,474,508) | | | $9,525,711 |
| | Years Ended December 31, | ||||
| | 2020 | | | 2019 | |
Operating activities: | | | | | ||
Net Loss | | | $(1,597,999) | | | $(2,326,729) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Depreciation and amortization | | | 18,788 | | | 4,845 |
Stock-based compensation expense | | | 179,247 | | | 241,044 |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (323,465) | | | (702,975) |
Related party receivable | | | (43,242) | | | (33,518) |
Prepaid expenses and other current assets | | | (80,469) | | | (8,938) |
Contract assets | | | (107,127) | | | (158,823) |
Deposits and other assets | | | (22,065) | | | (8,517) |
Accounts payable and other liabilities | | | 723,724 | | | 552,707 |
Related party payable | | | 11,146 | | | (84,084) |
Contract liabilities | | | 236,891 | | | 249,300 |
Net cash used in operating activities | | | (1,004,571) | | | (2,275,688) |
Investing activities: | | | | | ||
Purchases of property and equipment | | | (195,365) | | | (33,243) |
Net cash used in investing activities | | | (195,365) | | | (33,243) |
Financing activities: | | | | | ||
Proceeds from PPP loan | | | 780,948 | | | — |
Proceeds from issuance of preferred stock | | | 11,499,996 | | | — |
Repurchase of common stock | | | (3,268,741) | | | — |
Proceeds from exercise of stock options | | | 12,315 | | | — |
Net cash provided by financing activities | | | 9,024,518 | | | — |
Net increase (decrease) in cash and cash equivalents | | | 7,824,582 | | | (2,308,931) |
Cash and cash equivalents at beginning of year | | | 2,622,859 | | | 4,931,790 |
Cash and cash equivalents at end of year | | | $10,447,441 | | | $2,622,859 |
| | | | |||
Supplemental Disclosure of Cash Flow Information | | | | | ||
Cash paid during the year for interest | | | $— | | | $— |
Income tax paid during the year | | | $— | | | $— |
| | December 31, 2020 | | | December 31, 2019 | |
Accounts receivable | | | $1,026,522 | | | $616,983 |
Unbilled receivables | | | 264,599 | | | 200,876 |
Less allowance for doubtful accounts | | | (150,297) | | | (500) |
| | | | |||
Accounts receivable, net | | | $1,140,824 | | | $817,359 |
| | December 31, 2020 | | | December 31, 2019 | |
Deferred sales commissions | | | $265,950 | | | $158,823 |
| | December 31, 2020 | | | December 31, 2019 | |
Deferred revenue | | | $468,212 | | | $225,924 |
Deferred set-up revenues | | | 91,848 | | | 97,245 |
| | | | |||
Contract liabilities | | | $560,060 | | | $323,169 |
| | 2020 | | | 2019 | |
Contract liabilities at start of the year | | | $323,169 | | | $73,869 |
Amounts invoiced during the year | | | 8,970,292 | | | 3,440,369 |
Less revenue recognized during the year | | | (8,733,401) | | | (3,191,069) |
| | | | |||
Contract liabilities at end of the year | | | $560,060 | | | $323,169 |
| | December 31, 2020 | | | December 31, 2019 | |
Computer equipment | | | $83,208 | | | $33,243 |
Data warehouse | | | 145,400 | | | — |
Less accumulated depreciation | | | (23,633) | | | (4,845) |
| | | | |||
Property and Equipment | | | $204,975 | | | $28,398 |
2021 | | | $520,632 |
2022 | | | 260,316 |
| | $780,948 |
| | December 31, 2020 | | | December 31, 2019 | |
Loss per share: | | | | | ||
| | | | |||
Numerator: | | | | | ||
Net loss | | | $(1,597,999) | | | $(2,326,729) |
| | | | |||
Denominator | | | | | ||
Weighted-average common shares outstanding - basic and diluted | | | 14,047,342 | | | 14,614,425 |
Basic and diluted loss per common share | | | $(0.11) | | | $(0.16) |
| | December 31, 2020 | | | December 31, 2019 | |
Shares subject to Series A Preferred Stock Conversion | | | 5,088,944 | | | 5,088,944 |
Shares subject to Series B Preferred Stock Conversion | | | 4,585,202 | | | — |
Shares subject to Seed Preferred Stock Conversion | | | 6,911,715 | | | 6,911,715 |
Shares vested and subject to exercise of stock options | | | 3,838,429 | | | 2,970,724 |
Shares unvested and subject to exercise of stock options | | | 2,202,614 | | | 1,626,776 |
| | 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) |
January 1, 2019 | | | 2,820,000 | | | $0.11 | | | 1,645,103 | | | 9.17 | | | $0.11 |
| | | | | | | | | | ||||||
Forfeited | | | (70,000) | | | $0.31 | | | | | | | |||
Granted | | | 1,847,500 | | | $0.31 | | | | | | | |||
| | | | | | | | | | ||||||
December 31, 2019 | | | 4,597,500 | | | $0.19 | | | 2,970,724 | | | 8.48 | | | $0.17 |
| | | | | | | | | | ||||||
Exercised | | | (33,436) | | | $0.37 | | | | | | | |||
Forfeited | | | (56,668) | | | $0.33 | | | | | | | |||
Cancelled | | | (41,353) | | | $0.39 | | | | | | | |||
Granted | | | 1,575,000 | | | $0.68 | | | | | | | |||
| | | | | | | | | | ||||||
December 31, 2020 | | | 6,041,043 | | | $0.31 | | | 3,838,429 | | | 7.62 | | | $0.19 |
| | Options Outstanding | | | Options Vested and Exercisable | |||||||
Fixed Options | | | Number of Options | | | Aggregate Intrinsic value | | | Number of Options | | | Aggregate Intrinsic value |
January 1, 2019 | | | 2,820,000 | | | $564,000 | | | 1,645,103 | | | $329,021 |
December 31, 2019 | | | 4,597,500 | | | $1,161,675 | | | 2,970,724 | | | $811,714 |
December 31, 2020 | | | 6,041,043 | | | $2,648,709 | | | 3,838,429 | | | $2,145,830 |
| | 2020 | | | 2019 | |
Risk-free rate | | | 0.79% | | | 2.38% |
Expected life (years) | | | 5.76 | | | 5.65 |
Expected volatility | | | 52.53% | | | 54.77% |
Expected dividend yield | | | 0.00% | | | 0.00% |
Year Ending December 31 | | | Amount |
2021 | | | $354,000 |
2022 | | | 365,000 |
2023 | | | 354,000 |
2024 | | | 264,000 |
| | ||
| | $1,337,000 |
| | December 31, 2020 | | | December 31, 2019 | |||||||
| | Amount | | | Rate | | | Amount | | | Rate | |
Tax provision (benefit) at statutory rate | | | $(335,580) | | | 21% | | | $(488,613) | | | 21% |
Increase (decrease) in taxes resulting from | | | | | | | | | ||||
State and local income tax | | | (68,813) | | | 4% | | | (100,165) | | | 4% |
Permanent differences | | | 2,996 | | | 0% | | | 4,503 | | | 0% |
Valuation allowance increase (decrease) | | | 401,397 | | | -25% | | | 584,275 | | | -25% |
Provision (benefit) for income | | | $— | | | 0% | | | $— | | | 0% |
| | 2020 | | | 2019 | |
Tax effect of: | | | | | ||
Accrued expenses | | | $35,483 | | | $17,742 |
Other | | | 7,301 | | | (10,644) |
Depreciation and amortization | | | 111,677 | | | 224,123 |
Federal net operating loss | | | 1,463,592 | | | 1,030,866 |
Stock-based compensation | | | 146,570 | | | 101,139 |
| | | | |||
Net deferred income tax asset | | | 1,764,623 | | | 1,363,226 |
Valuation Allowance | | | (1,764,623) | | | (1,363,226) |
| | | | |||
Net deferred income tax asset | | | $— | | | $— |
| | 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 | | | — | | | 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 | | | — | | | 521 |
Contract liabilities | | | 450 | | | 560 |
Total current liabilities | | | 2,584 | | | 2,537 |
PPP loan payable, net of current portion | | | — | | | 260 |
Total liabilities | | | $2,584 | | | $2,797 |
| | | | |||
Commitments and Contingencies | | | | | ||
| | | | |||
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 | | | — |
Loss before provision for income taxes | | | (5,748) | | | (1,598) |
Provision for income taxes | | | 2 | | | — |
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 | | | — | | | $— | | | 5,089 | | | $5 | | | 6,912 | | | $7 | | | 14,614 | | | $15 | | | $8,551 | | | $(5,877) | | | $2,701 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 179 | | | — | | | 179 |
Exercise of stock options | | | — | | | — | | | — | | | — | | | — | | | — | | | 33 | | | — | | | 12 | | | — | | | 12 |
Redemption of common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,447) | | | (1) | | | (3,267) | | | — | | | (3,268) |
Issuance of Series B preferred stock | | | 4,584 | | | 5 | | | — | | | — | | | — | | | — | | | — | | | — | | | 11,495 | | | — | | | 11,500 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (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 | | | — | | | — | | | — | | | — | | | — | | | — | | | 114 | | | — | | | 595 | | | — | | | 595 |
Exercise of stock options | | | — | | | — | | | — | | | — | | | — | | | — | | | 159 | | | — | | | 38 | | | — | | | 38 |
Issuance of common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | 67 | | | — | | | 50 | | | — | | | 50 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (5,750) | | | (5,750) |
Balance - December 31, 2021 | | | 4,584 | | | $5 | | | 5,089 | | | $5 | | | 6,912 | | | $7 | | | 13,540 | | | $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) | | | — |
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) | | | — |
Purchases of property and equipment | | | (252) | | | (195) |
Net cash used in investing activities | | | (374) | | | (195) |
Cash flows from financing activities: | | | | | ||
Proceeds from PPP loan | | | — | | | 781 |
Proceeds from issuance of common stock | | | — | | | 11,500 |
Repurchase of common stock | | | — | | | (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 | | | $— |
Indemnity holdback for business combination | | | $23 | | | $— |
| | 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 | | | — |
| | 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 | | | — |
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 | | | — |
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 | | | — |
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 | | | 6,014,043 | | | $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 | | | —% | | | —% |
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 | | | $— | | | $— |
State | | | 1 | | | — |
International | | | 1 | | | — |
| | $2 | | | $— |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Loss from operations | | | | | ||
U.S. | | | (4,981) | | | (1,598) |
Foreign | | | (769) | | | — |
| | $(5,750) | | | $(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 | | | —% | | | — | | | —% |
Foreign income and losses taxed at different rates | | | (51) | | | 1% | | | — | | | —% |
Change in valuation allowance | | | 1,620 | | | (28)% | | | 401 | | | (25)% |
Paycheck protection program forgiveness | | | (165) | | | 3% | | | — | | | —% |
Non-deductible or non-taxable items | | | (194) | | | 3% | | | (65) | | | 4% |
Effect of income tax rate changes on deferred items | | | (2) | | | —% | | | — | | | —% |
Provision (benefit) for income taxes | | | $2 | | | —% | | | $— | | | —% |
| | December 31 | ||||
| | 2021 | | | 2020 | |
Deferred tax assets: | | | | | ||
Accrued expenses and other liabilities | | | 76 | | | 42 |
Property and equipment, net | | | — | | | 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 | | | — |
Deferred tax liabilities: | | | | | ||
Prepaid expenses and other assets | | | (191) | | | — |
Property and equipment, net | | | (34) | | | — |
Total deferred tax liabilities | | | (225) | | | — |
Net deferred income tax asset (liability) | | | — | | | — |
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Annex A – Form of Surviving Pubco Certificate of Incorporation |
Annex B – Form of Surviving Pubco Bylaws |
Annex C – Voting and Support Agreement |
Annex D – Sponsor Letter Agreement |
Annex E – Form of Amended and Restated Registration Rights Agreement |
Annex F – Form of Certificate of Merger |
Annex G – Incentive Equity Plan |
(i) | | | If to any Tuatara Party, to: | | | | | ||||||||
| | | | | | | | | |||||||
| | Tuatara Capital Acquisition Corporation | | | | ||||||||||
| | 655 Third Avenue, 8th Floor | | | | ||||||||||
| | New York, NY 10017 | | | | ||||||||||
| | Attention: | | | Albert Foreman | | | | |||||||
| | | | Sergey Sherman | | | | ||||||||
| | Email: | | | foreman@tuataracap.com | | | | |||||||
| | | | Sergey.sherman@tuataracap.com | | ||||||||||
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with copies (which shall not constitute notice) to: | | ||||||||||||
| | | | | | | |||||||
| | Davis Polk & Wardwell LLP | | | |||||||||
| | 450 Lexington Avenue | | | |||||||||
| | New York, NY 10017 | | | |||||||||
| | Attention: | | | Derek Dostal | | |||||||
| | | | Leonard Kreynin | | ||||||||
| | Email: | | | derek.dostal@davispolk.com | | |||||||
| | | | leonard.kreynin@davispolk.com | | ||||||||
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(ii) | | | If to the Company, to: | | |||||||||
| | | | | | | |||||||
| | SpringBig, Inc. | | | |||||||||
| | 621 NW 53rd Street, Ste. 250, | | | |||||||||
| | Boca Raton, Florida 33487 | | | |||||||||
| | Attention: | | | Paul Sykes | | |||||||
| | Email: | | | psykes@springbig.com | | |||||||
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with copies (which shall not constitute notice) to: | | | ||||||||||
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| | Benesch Friedlander Coplan & Aronoff LLP | | | ||||||||
| | 71 South Wacker Drive, Suite 1600 | | | ||||||||
| | Chicago, IL 60606 | | | ||||||||
| | Attention: | | | William E. Doran | | ||||||
| | | | Sarah | | |||||||
| | Email: | | | wdoran@beneschlaw.com | | ||||||
| | | | shesse@beneschlaw.com | | |||||||
| | | | | | |
| | TUATARA CAPITAL ACQUISITION CORPORATION | | ||||||
| | | | | |||||
| | By: | | | /s/ Albert Foreman | | |||
| | | | Name: Albert Foreman | |||||
| | | | Title: Chief Executive Officer |
| | HIGHJUMP MERGER SUB, INC. | | ||||||
| | | | | |||||
| | By: | | | /s/ Albert Foreman | | |||
| | | | Name: Albert Foreman | |||||
| | | | Title: Chief Executive Officer |
| | SPRINGBIG, INC. | | ||||||
| | | | | |||||
| | By: | | | /s/ Jeff Harris | | |||
| | | | Name: Jeff Harris | |||||
| | | | Title: CEO |
| | [SPRINGBIG], INC. | |||||||
| | | | | | ||||
| | By: | | | |||||
| | | | Name: | | | |||
| | | | Title: | | | Chief Executive Officer |
1 | The name of the Company is Tuatara Capital Acquisition Corporation |
2 | The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide. |
3 | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands. |
4 | The liability of each Member is limited to the amount unpaid on such Member's shares. |
5 | The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each. |
6 | The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
7 | Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the respective meanings given to them in the Amended and Restated Articles of Association of the Company. |
1 | Interpretation |
1.1 | In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith: |
“Affiliate” | | | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. |
“Applicable Law” | | | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. |
“Articles” | | | means these amended and restated articles of association of the Company. |
“Audit Committee” | | | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. |
“Auditor” | | | means the person for the time being performing the duties of auditor of the Company (if any). |
“Business Combination” | | | means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq Capital Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations. |
“business day” | | | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. |
“Clearing House” | | | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. |
“Class A Share” | | | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. |
“Class B Share” | | | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. |
“Company” | | | means the above named company. |
“Company’s Website” | | | means the website of the Company and/or its web-address or domain name (if any). |
“Compensation Committee” | | | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. |
“Designated Stock Exchange” | | | means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Capital Market. |
“Directors” | | | means the directors for the time being of the Company. |
“Dividend” | | | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. |
“Electronic Communication” | | | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. |
“Electronic Record” | | | has the same meaning as in the Electronic Transactions Act. |
“Electronic Transactions Act” | | | means the Electronic Transactions Act (As Revised) of the Cayman Islands. |
“Equity-linked Securities” | | | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. |
“Exchange Act” | | | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. |
“Founders” | | | means all Members immediately prior to the consummation of the IPO. |
“Independent Director” | | | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. |
“IPO” | | | means the Company's initial public offering of securities. |
“Member” | | | has the same meaning as in the Statute. |
“Memorandum” | | | means the amended and restated memorandum of association of the Company. |
“Nominating Committee” | | | means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. |
“Officer” | | | means a person appointed to hold an office in the Company. |
“Ordinary Resolution” | | | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. |
“Over-Allotment Option” | | | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. |
“Preference Share” | | | means a preference share of a par value of US$0.0001 in the share capital of the Company. |
“Public Share” | | | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. |
“Redemption Notice” | | | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. |
“Register of Members” | | | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. |
“Registered Office” | | | means the registered office for the time being of the Company. |
“Representative” | | | means a representative of the Underwriters. |
“Seal” | | | means the common seal of the Company and includes every duplicate seal. |
“Securities and Exchange Commission” | | | means the United States Securities and Exchange Commission. |
“Share” | | | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. |
“Special Resolution” | | | subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. |
“Sponsor” | | | means TCAC Sponsor, LLC, a Delaware limited liability company, and its successors or assigns. |
“Statute” | | | means the Companies Act (As Revised) of the Cayman Islands. |
“Treasury Share” | | | means a Share held in the name of the Company as a treasury share in accordance with the Statute. |
“Trust Account” | | | means the trust account established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. |
“Underwriter” | | | means an underwriter of the IPO from time to time and any successor underwriter. |
1.2 | In the Articles: |
(a) | words importing the singular number include the plural number and vice versa; |
(b) | words importing the masculine gender include the feminine gender; |
(c) | words importing persons include corporations as well as any other legal or natural person; |
(d) | “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; |
(e) | “ |
(f) | references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; |
(g) | any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
(h) | the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); |
(i) | headings are inserted for reference only and shall be ignored in construing the Articles; |
(j) | any requirements as to delivery under the Articles include delivery in the form of an Electronic Record; |
(k) | any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; |
(l) | sections 8 and 19(3) of the Electronic Transactions Act shall not apply; |
(m) | the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and |
(n) | the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share. |
2 | Commencement of Business |
2.1 | The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit. |
2.2 | The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration. |
3 | Issue of Shares and other Securities |
3.1 | Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Ordinary Share Conversion set out in the Articles. |
3.2 | The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine. |
3.3 | The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K with the Securities and Exchange Commission and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another. |
3.4 | The Company shall not issue Shares to bearer. |
4 | Register of Members |
4.1 | The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute. |
4.2 | The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time. |
5 | Closing Register of Members or Fixing Record Date |
5.1 | For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. |
5.2 | In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose. |
5.3 | If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof. |
6 | Certificates for Shares |
6.1 | A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled. |
6.2 | The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. |
6.3 | If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate. |
6.4 | Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
6.5 | Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company. |
7 | Transfer of Shares |
7.1 | Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such right, option, warrant or unit. |
7.2 | The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members. |
8 | Redemption, Repurchase and Surrender of Shares |
8.1 | Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares: |
(a) | Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in the Business Combination Article hereof; |
(b) | Class B Shares held by the Founders shall be surrendered by the Founders for no consideration on a pro-rata basis to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 20 per cent of the Company's issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and |
(c) | Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business Combination Article hereof. |
8.2 | Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall not require further approval of the Members. |
8.3 | The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital. |
8.4 | The Directors may accept the surrender for no consideration of any fully paid Share. |
9 | Treasury Shares |
9.1 | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share. |
9.2 | The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration). |
10 | Variation of Rights of Shares |
10.1 | Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class (other than with respect to a waiver of the provisions of the Class B Ordinary Share Conversion Article hereof, which as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll. |
10.2 | For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares. |
10.3 | The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights. |
11 | Commission on Sale of Shares |
12 | Non Recognition of Trusts |
13 | Lien on Shares |
13.1 | The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to any amount payable in respect of that Share. |
13.2 | The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. |
13.3 | To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under the Articles. |
13.4 | The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale. |
14 | Call on Shares |
14.1 | Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made. |
14.2 | A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. |
14.3 | The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. |
14.4 | If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part. |
14.5 | An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call. |
14.6 | The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid. |
14.7 | The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance. |
14.8 | No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable. |
15 | Forfeiture of Shares |
15.1 | If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited. |
15.2 | If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. |
15.3 | A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. |
15.4 | A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares. |
15.5 | A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. |
15.6 | The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified. |
16 | Transmission of Shares |
16.1 | If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder. |
16.2 | Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be. |
16.3 | A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. |
17 | Class B Ordinary Share Conversion |
17.1 | The rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights of Shares Article and the Appointment and Removal of Directors Article hereof) with the exception that the holder of a Class B Share shall have the conversion rights referred to in this Article. |
17.2 | Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”) automatically on the first business day following the consummation of a Business Combination. |
17.3 | Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the consummation of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, or its Affiliates, a Director or an Officer upon conversion of working capital loans made to the Company. |
17.4 | Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof. |
17.5 | The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue. |
17.6 | Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion. |
17.7 | References in this Article to “converted”, “conversion” or “exchange” shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct. |
17.8 | Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one. |
18 | Amendments of Memorandum and Articles of Association and Alteration of Capital |
18.1 | The Company may by Ordinary Resolution: |
(a) | increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine; |
(b) | consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; |
(c) | convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination; |
(d) | by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and |
(e) | cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled. |
18.2 | All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital. |
18.3 | Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution and Article 29.4, the Company may by Special Resolution: |
(a) | change its name; |
(b) | alter or add to the Articles; |
(c) | alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and |
(d) | reduce its share capital or any capital redemption reserve fund. |
19 | Offices and Places of Business |
20 | General Meetings |
20.1 | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
20.2 | The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented. |
20.3 | The Directors, the chief executive officer or the chairman of the board of Directors may call general meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings. |
20.4 | Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar days before the date of the Company’s proxy statement released to Members in connection with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year's annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials. |
21 | Notice of General Meetings |
21.1 | At least five clear days' notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be |
(a) | in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and |
(b) | in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right. |
21.2 | The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting. |
22 | Proceedings at General Meetings |
22.1 | No business shall be transacted at any general meeting unless a quorum is present. The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum. |
22.2 | A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. |
22.3 | A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held. |
22.4 | If a quorum is not present within half an hour from the time appointed for the meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. |
22.5 | The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. |
22.6 | If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. |
22.7 | The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. |
22.8 | When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. |
22.9 | If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the |
22.10 | When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed. |
22.11 | A resolution put to the vote of the meeting shall be decided on a poll. |
22.12 | A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. |
22.13 | A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. |
22.14 | In the case of an equality of votes the chairman shall be entitled to a second or casting vote. |
23 | Votes of Members |
23.1 | Subject to any rights or restrictions attached to any Shares, including as set out at Article 29.4, every Member present in any such manner shall have one vote for every Share of which he is the holder. |
23.2 | In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. |
23.3 | A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy. |
23.4 | No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid. |
23.5 | No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive. |
23.6 | Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes. |
23.7 | A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed. |
24 | Proxies |
24.1 | The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member. |
24.2 | The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote. |
24.3 | The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid. |
24.4 | The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. |
24.5 | Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. |
25 | Corporate Members |
25.1 | Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member. |
25.2 | If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)). |
26 | Shares that May Not be Voted |
27 | Directors |
27.1 | There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. |
27.2 | The Directors shall be divided into two classes: Class I and Class II. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I or Class II Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting and the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the second |
28 | Powers of Directors |
28.1 | Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. |
28.2 | All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. |
28.3 | The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. |
28.4 | The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. |
29 | Appointment and Removal of Directors |
29.1 | Prior to the consummation of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any Director. For the avoidance of doubt, prior to the consummation of a Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. |
29.2 | The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. |
29.3 | After the consummation of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. |
29.4 | Prior to the consummation of a Business Combination, Article 29.1 may only be amended by a Special Resolution passed by at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution. |
30 | Vacation of Office of Director |
(a) | the Director gives notice in writing to the Company that he resigns the office of Director; or |
(b) | the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or |
(c) | the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or |
(d) | the Director is found to be or becomes of unsound mind; or |
(e) | all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors. |
31 | Proceedings of Directors |
31.1 | The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority of the Directors then in office. |
31.2 | Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. |
31.3 | A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting. |
31.4 | A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. |
31.5 | A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors by at least two days' notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis. |
31.6 | The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose. |
31.7 | The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting. |
31.8 | All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be. |
31.9 | A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director. |
32 | Presumption of Assent |
33 | Directors' Interests |
33.1 | A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. |
33.2 | A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. |
33.3 | A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. |
33.4 | No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. |
33.5 | A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. |
34 | Minutes |
35 | Delegation of Directors' Powers |
35.1 | The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating Committee). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. |
35.2 | The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions |
35.3 | The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. |
35.4 | The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time. |
35.5 | The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him. |
35.6 | The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his office at any time if he gives notice in writing to the Company that he resigns his office. |
36 | No Minimum Shareholding |
37 | Remuneration of Directors |
37.1 | The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation of a Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other. |
37.2 | The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a |
38 | Seal |
38.1 | The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person appointed by the Directors for the purpose. |
38.2 | The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used. |
38.3 | A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. |
39 | Dividends, Distributions and Reserve |
39.1 | Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law. |
39.2 | Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly. |
39.3 | The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise. |
39.4 | The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors. |
39.5 | Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met. |
39.6 | The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company. |
39.7 | Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders. |
39.8 | No Dividend or other distribution shall bear interest against the Company. |
39.9 | Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company. |
40 | Capitalisation |
41 | Books of Account |
41.1 | The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. |
41.2 | The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting. |
41.3 | The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law. |
42 | Audit |
42.1 | The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine. |
42.2 | Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate. |
42.3 | If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest. |
42.4 | The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). |
42.5 | If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor. |
42.6 | Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the Auditor. |
42.7 | Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members. |
42.8 | Any payment made to members of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director interested in such payment abstaining from such review and approval. |
42.9 | The Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO. |
42.10 | At least one member of the Audit Committee shall be an “audit committee financial expert” as determined by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The “audit committee financial expert” shall have such past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication. |
43 | Notices |
43.1 | Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s Website. |
43.2 | Where a notice is sent by: |
(a) | courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier; |
(b) | post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted; |
(c) | cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted; |
(d) | e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; and |
(e) | placing it on the Company’s Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s Website. |
43.3 | A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. |
43.4 | Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings. |
44 | Winding Up |
44.1 | If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up: |
(a) | if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or |
(b) | if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. |
44.2 | If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. |
45 | Indemnity and Insurance |
45.1 | Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former Officer (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or |
45.2 | The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person. |
45.3 | The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company. |
46 | Financial Year |
47 | Transfer by Way of Continuation |
48 | Mergers and Consolidations |
49 | Business Combination |
49.1 | Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail. |
49.2 | Prior to the consummation of a Business Combination, the Company shall either: |
(a) | submit such Business Combination to its Members for approval; or |
(b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. |
49.3 | If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission. |
49.4 | At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination. |
49.5 | Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”). |
49.6 | A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). |
49.7 | In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall: |
(a) | cease all operations except for the purpose of winding up; |
(b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and |
(c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, |
49.8 | In the event that any amendment is made to the Articles: |
(a) | to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles; or |
(b) | with respect to any other provision relating to Members’ rights or pre-Business Combination activity, |
49.9 | A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account. |
49.10 | After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: |
(a) | receive funds from the Trust Account; or |
(b) | vote as a class with Public Shares on a Business Combination. |
49.11 | The uninterested Independent Directors shall approve any transaction or transactions between the Company and any of the following parties: |
(a) | any Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and |
(b) | any Director or Officer and any Affiliate of such Director or Officer. |
49.12 | A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors. |
49.13 | As long as the securities of the Company are listed on the Nasdaq Capital Market, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company's signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations. |
49.14 | The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an independent accounting firm that such a Business Combination is fair to the Company from a financial point of view. |
Item 20. | Indemnification of directors and officers. |
Item 21. | Exhibits And Financial Statements Schedules |
Exhibit No. | | | Description of Exhibit |
| | Amended and Restated Agreement and Plan of Merger, dated as of | |
| | Amended and Restated Memorandum and Articles of Association (included as Annex E to this proxy statement/prospectus). | |
| | Form of Certificate of Incorporation of New SpringBig, to become effective upon the domestication (included as Annex B to the proxy statement/prospectus). | |
| | Form of Bylaws of New SpringBig, to become effective upon the domestication (included as Annex C to the proxy statement/prospectus). | |
| | Form of Certificate of Corporate Domestication of Tuatara Capital Acquisition Corporation to be filed with the Secretary of State of the State of Delaware | |
| | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Tuatara’s Registration Statement on Form S-1 (No. 333-252484), filed with the SEC on February 4, 2021). | |
| | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of Amendment No. 1 to Tuatara’s Registration Statement on Form S-1 (No. 333-252484), filed with the SEC on February 4, 2021). | |
| | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to Tuatara’s Registration Statement on Form S-1 (No. 333-252484), filed with the SEC on February 4, 2021). | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and Tuatara (incorporated by reference to Exhibit 4.4 of Amendment No. 1 to Tuatara’s Registration Statement on Form S-1 (No. 333-252484), filed with the SEC on February 4, 2021). | |
| | Opinion of Davis Polk & Wardwell LLP as to matters concerning the laws of the State of Delaware as to the validity of the common shares and warrants of Tuatara Capital Acquisition Corporation. | |
| | Tax Opinion of Davis Polk & Wardwell LLP. | |
| | Sponsor Agreement (incorporated by reference to Exhibit 10.1 of Tuatara’s Form 8-K (File No. 001-40049), filed with the SEC on November 9, 2021). | |
| | Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 of Tuatara’s Form 8-K (File No. 001-40049), filed with the SEC on November 9, 2021). | |
| | Voting and Support Agreement (incorporated by reference to Exhibit 10.3 of Tuatara’s Form 8-K (File No. 001-40049), filed with the SEC on November 9, 2021). | |
| | Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of Tuatara’s Form 8-K (File No. 001-40049), filed with the SEC on November 9, 2021). |
Exhibit No. | | | Description of Exhibit |
| | Form of Letter Agreement among Tuatara and its officers, directors and TCAC Sponsor, LLC (incorporated by reference to Exhibit 10.2 of Amendment No. 1 to Tuatara’s Registration Statement on Form S-1 (No. 333-252484), filed with the SEC on February 4, 2021). | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and Tuatara (incorporated by reference to Exhibit 10.3 of Amendment No. 1 to Tuatara’s Registration Statement on Form S-1 (No. 333-252484), filed with the SEC on February 4, 2021). |
| | Form of Registration Rights Agreement between Tuatara and certain security holders (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to Tuatara’s Registration Statement on Form S-1 (No. 333-252484), filed with the SEC on February 4, 2021). | |
| | Form of Convertible Note, by and between SpringBig, Inc. and the undersigned party thereto. | |
| | Securities Purchase Agreement, dated April 29, 2022, among Tuatara and the purchasers party thereto (incorporated by reference to Exhibit 10.1 Tuatara’s Form 8-K (File No. 001-40049), filed with the SEC on May 2, 2022). | |
| | Common Stock Purchase Agreement, dated April 29, 2022, between Tuatara and CF Principal Investments LLC (incorporated by reference to Exhibit 10.2 Tuatara’s Form 8-K (File No. 001-40049), filed with the SEC on May 2, 2022). | |
| | Registration Rights Agreement, dated April 29, 2022, between Tuatara and CF Principal Investments LLC (incorporated by reference to Exhibit 10.3 Tuatara’s Form 8-K (File No. 001-40049), filed with the SEC on May 2, 2022). | |
| | List of Subsidiaries of Tuatara Capital Acquisition Corporation. | |
| | Consent of WithumSmith+Brown, PC. | |
| | Consent of Marcum LLP, Independent Registered Public Accounting Firm of SpringBig, Inc. | |
| | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
| | Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.1). | |
| | Power of Attorney (included on signature page). | |
| | Form of | |
| | Consent of Sergey Sherman to be Named as a Director Nominee. | |
| | Consent of Jeffrey Harris to be Named as a Director Nominee. | |
| | Consent of Steven Bernstein to be Named as a Director Nominee. | |
| | Consent of Patricia Glassford to be Named as a Director Nominee. | |
| | Consent of Amanda Lannert to be Named as a Director Nominee. | |
| | Consent of Phil Schwarz to be Named as a Director Nominee. | |
| | Consent of Jon Trauben to be Named as a Director Nominee. | |
101.INS | | | XBRL Instance Document. |
101.SCH | | | XBRL Taxonomy Extension Schema Document. |
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| | Filing Fee Table |
* | Previously filed. |
† | Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
Item 22. | Undertakings. |
1. | The undersigned Registrant hereby undertakes: |
(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 of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; and |
(b) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus 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 of 1933 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 of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes 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. |
2. | Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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 |
3. | The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
4. | The registrant undertakes that every prospectus: (1) that is filed pursuant to the immediately preceding paragraph, or (2) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, 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. |
5. | The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request. |
6. | The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning this transaction that was not the subject of and included in this Registration Statement when it became effective. |
| | TUATARA CAPITAL ACQUISITION CORPORATION | |||||||
| | ||||||||
| | By: | | | /s/ Albert Foreman | ||||
| | | | Name: | | | Albert Foreman | ||
| | | | Title: | | | Chief Executive Officer |
Signature | | | Capacity | | | Date |
/s/ Albert Foreman | | | Chief Executive Officer and Director (Principal Executive Officer) | | | |
Albert Foreman | | | ||||
| | | | |||
| | Chief Operating Officer and Director | | | ||
Mark Zittman | | | ||||
| | | | |||
* | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | |
Sergey Sherman | | | ||||
| | | | |||
* | | | Chairman of the Board of Directors | | | |
Richard Taney | | | ||||
| | | | |||
* | | | Director | | | |
Jeff Bornstein | | | ||||
| | | | |||
* | | | Director | | | |
Michael Finkelman | | |
*By: | | | /s/ Albert Foreman | | | |
| | Albert Foreman Attorney-in-Fact | |