As filed with the Securities and Exchange Commission on May 12, 2023
Registration No. 333-271353
Delaware | | | 7371 | | | 88-2789488 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
William E. Doran Aslam A. Rawoof Benesch, Friedlander, Coplan & Aronoff LLP 71 South Wacker Drive, Suite 1600 Chicago, Illinois 60606 Telephone: (312) 212-4949 | | | Charles Phillips Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 |
Large accelerated filer | | | ☐ | | | | | | | Accelerated filer | | | ☐ | ||
Non-accelerated filer | | | ☒ | | | | | | | Smaller reporting company | | | ☒ | ||
| | | | | | | | Emerging growth company | | | ☒ |
Item 13. | Other Expenses of Issuance and Distribution. |
| | Amount | |
SEC registration fee | | | $1,340 |
FINRA fee | | | $2,324 |
Legal fees and expenses | | | $200,000 |
Accounting fees and expenses | | | $50,000 |
Financial printing and miscellaneous expenses | | | $21,336 |
Total | | | $275,000 |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
• | Tuatara’s sponsor purchased an aggregate of 6,000,000 private placement warrants for a purchase price of $1.00 per warrant in a private placement that occurred simultaneously with the closing of the initial public offering. Each private placement warrant may be exercised for one share of Common Stock at a price of $11.50 per share, subject to adjustment. The private placement warrants (including the shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of the initial business combination. |
• | On June 14, 2022, at the first closing under the Notes and Warrants Purchase Agreement, we issued and sold to the Investor (i) a Note in the principal amount of $11,000,000 and (ii) a five-year warrant to purchase 586,980 shares of our Common Stock at an exercise price of $12.00 per share, for total cash consideration to the Company of $10,000,000 |
• | On June 14, 2022, we issued 1,310,000 shares of Common Stock pursuant to the Subscription Agreements entered into in connection with the PIPE Subscription Financing for aggregate consideration of $13.1 million, plus 31,356 shares paid to certain investors pursuant to the convertible notes with such investors. |
• | On September 9, 2022, we issued 877,193 shares of our Common Stock (such shares, the “Commitment Fee Shares”) to Cantor. We issued the Commitment Fee Shares as consideration for Cantor’s irrevocable commitment to purchase additional shares of Common Stock at our election in our sole discretion, from time to time upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement. The Common Stock Purchase Agreement established a committed equity facility pursuant to which we may in the future, from time to time, at our election in our sole discretion, upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock Purchase Agreement issue and sell to the Cantor additional shares of our Common Stock. |
• | On December 2, 6, 9, and 13, 2022, we issued 80,770, 80,770, 91,481, and 98,224, respectively, for a total of 351,245 shares of our Common Stock (such shares, the “L1 Shares”) to the Investor. We issued the L1 Shares as consideration for repayment of a portion of the amounts payable under the L1 Notes. |
Item 16. | Exhibits. |
Exhibit Number | | | Exhibit Description | | | Form | | | Exhibit | | | Filing Date | | | SEC File # |
| | Amended and Restated Merger Agreement with Amendment No. 1. | | | Proxy Statement / Prospectus | | | Annex A | | | May 17, 2022 | | | 333-262628 | |
| | Certificate of Incorporation of SpringBig Holdings, Inc. | | | 10-K | | | 3.1 | | | March 28, 2023 | | | 001-40049 | |
| | By-Laws of SpringBig Holdings, Inc. | | | 10-K | | | 3.2 | | | March 28, 2023 | | | 001-40049 | |
| | Senior Secured Original Issue Discount Convertible Promissory Note dated June 14, 2022 between SpringBig Holdings, Inc. and the holder party thereto. | | | 8-K | | | 4.1 | | | June 21, 2022 | | | 001-40049 | |
| | Common Stock Purchase Warrant SpringBig Holdings Inc. | | | 8-K | | | 4.2 | | | June 21, 2022 | | | 001-40049 | |
| | Amendment to Secured Original Issue Discount Convertible Promissory Note dated December 1, 2022 between SpringBig Holdings, Inc. and the holder party thereto. | | | 8-K/A | | | 10.1 | | | December 1, 2022 | | | 001-40049 | |
| | Warrant Agreement, dated as of February 11, 2021, by and between Tuatara Capital Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent. | | | 8-K | | | 4.1 | | | February 17, 2021 | | | 001-40049 | |
| | Form of Series A Warrant | | | | | | | | | |||||
| | Form of Series B Warrant | | | | | | | | | |||||
| | Form of Pre-Funded Warrant | | | | | | | | | |||||
| | Form of Placement Agent Warrant | | | | | | | | | |||||
| | Form of Warrant Agency Agreement | | | | | | | | | |||||
| | Opinion of Benesch, Friedlander, Coplan & Aronoff LLP. | | | | | | | | | |||||
| | Form of Sponsor Escrow Agreement. | | | 8-K | | | 10.1 | | | June 21, 2022 | | | 001-40049 | |
| | Amended and Restated Registration Rights Agreement, dated June 14, 2022, by and among New SpringBig, the Sponsor and other holders party thereto. | | | 8-K | | | 10.2 | | | June 21, 2022 | | | 001-40049 | |
| | Form of Subscription Agreement. | | | 8-K | | | 10.2 | | | November 9, 2021 | | | 001-40049 | |
| | Securities Purchase Agreement, dated April 29, 2022, among Tuatara Capital Acquisition Corporation, and L1 Capital Global Opportunities Master Fund. | | | 8-K | | | 10.3 | | | May 2, 2022 | | | 001-40049 | |
| | Registration Rights Agreement, dated June 14, 2022, among SpringBig Holdings, Inc. and the investors party thereto. | | | 8-K | | | 10.5 | | | June 21, 2022 | | | 001-40049 | |
| | SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan. | | | 8-K | | | 10.6 | | | June 21, 2022 | | | 001-40049 | |
| | Executive Employment Agreement, dated November 8, 2021 by and between SpringBig and Jeffrey Harris. | | | 8-K | | | 10.7 | | | June 21, 2022 | | | 001-40049 |
Exhibit Number | | | Exhibit Description | | | Form | | | Exhibit | | | Filing Date | | | SEC File # |
| | Executive Employment Agreement, dated November 8, 2021 by and between SpringBig and Paul Sykes. | | | 8-K | | | 10.8 | | | June 21, 2022 | | | 001-40049 | |
| | Purchase Agreement, dated April 29, 2022, between Tuatara Capital Acquisition Corporation and CF Principal Investments LLC. | | | 8-K | | | 10.2 | | | May 2, 2022 | | | 001-40049 | |
| | Registration Rights Agreement, dated April 29, 2022, between Tuatara Capital Acquisition Corporation and CF Principal Investments LLC. | | | 8-K | | | 10.3 | | | May 2, 2022 | | | 001-40049 | |
| | Amendment No. 1 to Purchase Agreement, dated July 20, 2022, by and between SpringBig Holdings, Inc. and CF Principal Investments LLC. | | | S-1 | | | 10.11 | | | July 22, 2022 | | | 333-266293 | |
| | Amendment to Purchase Agreement, dated December 1, 2022, by and between SpringBig Holdings, Inc. and L1 Capital Global Opportunities Master Fund. | | | 8-K/A | | | 10.1 | | | December 1, 2022 | | | 001-40049 | |
| | Amendment No. 2 to Purchase Agreement, dated December 28, 2022, by and between SpringBig Holdings, Inc. and L1 Capital Global Opportunities Master Fund. | | | 8-K | | | 10.1 | | | December 29, 2022 | | | 001-40049 | |
| | Form of Securities Purchase Agreement | | | | | | | | | |||||
| | Form of Placement Agency Agreement | | | | | | | | | |||||
| | Subsidiaries of SpringBig Holdings, Inc. | | | 10-K | | | 21.1 | | | March 28, 2023 | | | 001-40049 | |
| | Consent of Marcum LLP, Independent Registered Public Accounting Firm of SpringBig Holdings, Inc. | | | | | | | | | |||||
| | Consent of Benesch, Friedlander, Coplan & Aronoff LLP (included in Exhibit 5.1) | | | | | | | | | |||||
| | Power of Attorney (incorporated by reference to the signature page of the Registration Statement on Form S-1). | | | | | | | | | |||||
101.INS** | | | Inline XBRL Instance Document | | | | | | | | | ||||
101.SCH** | | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | ||||
101.CAL** | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | ||||
101.DEF** | | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | ||||
101.LAB** | | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | ||||
101.PRE** | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
Exhibit Number | | | Exhibit Description | | | Form | | | Exhibit | | | Filing Date | | | SEC File # |
104** | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | | ||||
| | Filing Fee Table | | | | | | | | |
* | Filed herewith. |
** | Previously filed. |
# | Indicates management contract or compensatory plan or arrangement. |
† | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission |
Item 17. | Undertakings. |
A. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
B. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
C. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
D. | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
E. | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
F. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| | SPRINGBIG HOLDINGS, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ Jeffrey Harris | ||||
| | | | Name: | | | Jeffrey Harris | ||
| | | | Title: | | | Chief Executive Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Jeffrey Harris | | | Chief Executive Officer and Director (principal executive officer) | | | May 12, 2023 |
Jeffrey Harris | | | ||||
| | | | |||
/s/ Paul Sykes | | | Chief Financial Officer (principal financial officer and principal accounting officer) | | | May 12, 2023 |
Paul Sykes | | | ||||
| | | | |||
* | | | Director | | | May 12, 2023 |
Steven Bernstein | | | ||||
| | | | |||
* | | | Director | | | May 12, 2023 |
Patricia Glassford | | | ||||
| | | | |||
* | | | Director | | | May 12, 2023 |
Amanda Lannert | | | ||||
| | | | |||
* | | | Director | | | May 12, 2023 |
Phil Schwarz | | | ||||
| | | | |||
* | | | Director | | | May 12, 2023 |
Sergey Sherman | | | ||||
| | | | |||
* | | | Director | | | May 12, 2023 |
Jon Trauben | | |
| | *By: | | | /s/ Jeffrey Harris | |
| | Name: | | | Jeffrey Harris | |
| | | | Attorney-in-fact |
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