SpringBig Holdings Files S-1

TL;DR

SpringBig Holdings (formerly Tuatara Capital) filed its S-1, check financials for 2022-2024.

AI Summary

SpringBig Holdings, Inc. filed an S-1 form on June 20, 2024, detailing its financial status and business operations. The company, formerly known as Tuatara Capital Acquisition Corp, is incorporated in Delaware and headquartered in Boca Raton, Florida. The filing provides financial data for periods ending December 31, 2022, and March 31, 2024, including details on common stock and additional paid-in capital.

Why It Matters

This S-1 filing provides crucial financial and operational details for investors and the public to assess SpringBig Holdings, Inc.'s current standing and future prospects.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public or make significant changes, which inherently carries market and operational risks.

Key Numbers

• 2022-12-31 — Fiscal Year End (Financial reporting period)
• 2023-12-31 — Fiscal Year End (Financial reporting period)
• 2024-03-31 — Quarter End (Financial reporting period)

Key Players & Entities

• SpringBig Holdings, Inc. (company) — Filer of the S-1 document
• Tuatara Capital Acquisition Corp (company) — Former name of SpringBig Holdings, Inc.
• June 20, 2024 (date) — Date of S-1 filing
• Boca Raton, Florida (location) — Company headquarters
• December 31, 2022 (date) — Fiscal year end date for financial reporting
• March 31, 2024 (date) — Quarterly financial reporting date

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
• $0.145 — he closing price of our common stock of $0.145 as of June 20, 2024, the Sponsor and ot
• $0.135 — potential profit of up to approximately $0.135 per share, or up to approximately $0.5
• $0.5 million — 0.135 per share, or up to approximately $0.5 million in the aggregate. We will not receive
• $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
• $ — e predecessor entity to SpringBig and "$," "US
  quot; and "U.S. dollar" each refer to

Filing Documents

• ny20026487x1_s1.htm (S-1) — 4172KB
• ny20026487x1_ex5-1.htm (EX-5.1) — 35KB
• ny20026487x1_ex23-1.htm (EX-23.1) — 2KB
• ny20026487x1_ex107.htm (EX-FILING FEES) — 45KB
• logo_springbig03.jpg (GRAPHIC) — 44KB
• logo_springbig03x1.jpg (GRAPHIC) — 40KB
• 0001140361-24-030662.txt ( ) — 18669KB
• sbig-20240620.xsd (EX-101.SCH) — 114KB
• sbig-20240620_cal.xml (EX-101.CAL) — 106KB
• sbig-20240620_def.xml (EX-101.DEF) — 631KB
• sbig-20240620_lab.xml (EX-101.LAB) — 1202KB
• sbig-20240620_pre.xml (EX-101.PRE) — 1009KB
• ny20026487x1_s1_htm.xml (XML) — 2420KB

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

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

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View this S-1 filing on SEC EDGAR