SpringBig Holdings Files S-1/A Amendment

TL;DR

SpringBig Holdings (formerly Tuatara Capital) filed an S-1/A update. Keep an eye on this.

AI Summary

SpringBig Holdings, Inc. filed an S-1/A amendment on July 29, 2024, regarding its registration statement. The company, formerly known as Tuatara Capital Acquisition Corp until January 30, 2020, is incorporated in Delaware and operates in computer programming services. Its principal executive offices are located at 621 NW 53rd Street, Suite 500, Boca Raton, Florida.

Why It Matters

This filing indicates ongoing regulatory activity and potential changes or updates to SpringBig's public offering or corporate structure, which could impact investors.

Risk Assessment

Risk Level: medium — S-1/A filings often relate to significant corporate actions like stock offerings or mergers, which carry inherent market and execution risks.

Key Numbers

• 7371 — SIC Code (Computer Programming Services)

Key Players & Entities

• SpringBig Holdings, Inc. (company) — Registrant
• Tuatara Capital Acquisition Corp (company) — Former company name
• 20200130 (date) — Date of name change
• 621 NW 53rd Street Suite 500 (address) — Principal executive offices
• Boca Raton, Florida (location) — Principal executive offices location
• Jeffrey Harris (person) — Chief Executive Officer
• 333-280335 (registration_number) — SEC registration number

FAQ

Key Financial Figures

• $0.0001 — 0,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of Spri
• $10.00 — ng of Tuatara (the "IPO") at a price of $10.00 per unit, with each unit consisting of
• $25,000 — an initial aggregate purchase price of $25,000, or $0.00625 per share, in a private pl
• $0.00625 — aggregate purchase price of $25,000, or $0.00625 per share, in a private placement in co
• $1.00 — purchased by the Sponsor at a price of $1.00 per warrant, or $6,000,000 in the aggre
• $6,000,000 — sor at a price of $1.00 per warrant, or $6,000,000 in the aggregate, (D) up to 1,700,000 s
• $6,400,000 — vertible Notes Selling Stockholders for $6,400,000 in total cash consideration. The Conver
• $0.15 — able at an original conversion price of $0.15 per share. We are not selling any of th
• $10 — ur trading price is significantly below $10.00, the offering price for the units of
• $0.1375 — he closing price of our common stock of $0.1375 as of July 26, 2024, the Sponsor and ot
• $0.1275 — potential profit of up to approximately $0.1275 per share, or up to approximately $0.5
• $0.5 million — .1275 per share, or up to approximately $0.5 million in the aggregate. We will not receive a
• $11.50 — rants and private placement warrants is $11.50 per warrant. We believe the likelihood
• $13,100,000 — ription financing" are to the aggregate $13,100,000 of proceeds from the issuance of the su
• $ — he predecessor entity to SpringBig and "$," "US
  quot; and "U.S. dollar" each refer to

Filing Documents

• ny20026487x2_s1a.htm (S-1/A) — 3283KB
• ny20026487x2_ex23-1.htm (EX-23.1) — 2KB
• logo_springbig03.jpg (GRAPHIC) — 44KB
• logo_springbig03x1.jpg (GRAPHIC) — 40KB
• 0001140361-24-034768.txt ( ) — 3401KB

Use of Proceeds

Use of Proceeds 40 Determination of Offering Price 40 Market Information for Common Stock and Dividend Policy 41

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 42

Business

Business 56 Management 67 Executive and Director Compensation 70 Certain Relationships and Related Party Transactions 78

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 81 Selling Stockholders 83

Description of Securities

Description of Securities 86 Certain U.S. Federal Income Tax Considerations 94 Plan of Distribution 100 Securities Act Restrictions on Resale of Securities 104 Legal Matters 105 Experts 105 Where You Can Find More Information 106 Index To Financial Statements F- 1 i TABLE OF CONTENTS FREQUENTLY USED TERMS As used in this document, references to: "amended and restated merger agreement" are to the amended and restated agreement and plan of merger, dated as of April 14, 2022, by and among Tuatara, Merger Sub and Legacy SpringBig, as amended by Amendment No. 1, dated as of May 7, 2022; "amended and restated registration rights agreement" are to the Amended and Restated Registration Rights Agreement entered into, by and among Tuatara, Sponsor, Legacy SpringBig, and the other signatories thereto; "business combination" are to the transactions contemplated by the merger agreement "Canadian CRTC" are to the Canadian Radio-Television and Telecommunications Commission; "Cannabis Act" are to the Cannabis Act (Canada); "Code" are to the Internal Revenue Code of 1986, as amended "Common Shares," "Common Stock" or "Shares" are to the shares of common stock of SpringBig Holdings, Inc., par value $0.0001 per share "Company," "SpringBig," "we," "us," "our" and similar terms are to SpringBig Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries; "COVID-19" are to SARS-Cov-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemics or disease outbreaks; "CSA" are to the U.S. Controlled Substances Act of 1970, as amended; "DGCL" are to the Delaware General Corporation Law, as amended; "effective time" are to the effective time of the certificate of merger effecting the merger contemplated by the amended and restated merger agreement; "Exchange Act" are to the Securities Exchange Act of 1934, as amended "FCC" are to the United States Federal Communications Commission; "GAAP" are to United States generally accepte

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View this S-1/A filing on SEC EDGAR