Reduction in transaction valuation and a
proposed offering of up to one million bonus shares to
non-redeeming public shareholders to reduce their cost
basis
Convertible note of $16
million from a global institutional investor and a
$50 million committed equity
financing facility from an affiliate of Cantor Fitzgerald
L.P.
BOCA
RATON, Fla., May 2, 2022
/PRNewswire/ -- SpringBig, Inc. ("springbig" or the "Company"), a
leading provider of SaaS-based marketing solutions, mobile app
experiences, and omnichannel loyalty programs to the cannabis
industry, and Tuatara Capital Acquisition Corporation (NASDAQ:
TCAC) ("TCAC") today announced amendments to their merger
agreement and securing of additional committed capital to ensure
the business combination has adequate funding to execute its growth
plan.
Amendments to Business Combination
springbig and TCAC recognize that market conditions have changed
since the proposed merger agreement was initially announced on
November 9, 2021, and have agreed to
amend the terms to reflect current conditions and thereby encourage
public shareholders to support the transaction and retain their
shares.
The amended and restated merger agreement reduces the total
enterprise value of the Company to $275
million, representing an 8% reduction in valuation from the
initial agreement. In addition, a bonus pool of up to 1 million
shares of TCAC common stock will be allocated pro-rata to
non-redeeming public stockholders up to a maximum of one bonus
share for each share held, effectively reducing their cost base.
For additional details, please reference the Form 8-K filed with
the U.S. Securities and Exchange Commission on April 19, 2022.
Convertible Notes
springbig and TCAC are also announcing an agreement for the
issuance of senior secured convertible notes with a 24-month
maturity (the "Notes"), up to $16
million principal amount of which have been subscribed to by
a global institutional investor. An initial tranche of $11 million will close in connection with the
closing of the merger agreement. The second tranche of $5 million, subject to certain conditions in the
agreement, will close 60 days after the resale registration
statement is declared effective by the SEC. For additional details
please reference the Form 8-K filed with the U.S. Securities and
Exchange Commission on May 2,
2022.
Equity Financing Facility
In addition, TCAC entered into a committed equity financing
facility (the "CEF Facility") with an affiliate of Cantor
Fitzgerald L.P. ("Cantor"). Under the terms of the CEF Facility,
Cantor has committed to purchase, after the closing of the proposed
merger with the Company, up to an aggregate of $50 million of TCAC's common shares from time to
time at TCAC's request. For additional details please reference the
Form 8-K filed with the U.S. Securities and Exchange Commission on
May 2, 2022.
Management Commentary
Paul Sykes, Chief Financial
Officer of springbig, said: "These latest developments represent
further significant steps towards completing our business
combination with TCAC. The amendments to the terms of the merger
have enhanced the value of this transaction to our public
shareholders. By reducing valuation and combining this with the
innovative structure of offering up to one million bonus shares to
be issued pro-rata to non-redeeming public shareholders, we believe
we have created an attractive proposition that adequately reflects
current market dynamics. Additionally, the commitments we have
received from the global institutional investor with respect to the
senior secured convertible note, the CEF Facility with Cantor, and
the previously announced $13 million
common equity PIPE will ensure that springbig starts life as a
public company with access to adequate capital to continue to scale
our existing business and pursue our expansion strategies as
opportunities emerge."
Jeffrey Harris, CEO of springbig,
added: "We are delighted to have the support of Cantor and an
institutional investor. The growth opportunity ahead of springbig
is significant as we look to strengthen our core loyalty and
marketing communication capabilities, execute our expansion
strategies, and deploy the additional capital we receive from our
transition into a public company."
Advisors
Cantor Fitzgerald & Co. is serving as exclusive placement
agent for the PIPE financing. DLA Piper LLP (US) is acting as
placement agent counsel.
The business combination is expected to close in mid-2022,
subject to the approval of TCAC's shareholders and other customary
closing conditions and regulatory approvals. Upon closing of the
business combination, the combined company will operate under the
springbig name and is expected to remain listed on the NASDAQ Stock
Market, under the new symbol "SBIG." A link to the latest amended
S-4 filing can be found through the SEC's website.
About
springbig
springbig is a market-leading software platform providing customer
loyalty and marketing automation solutions to cannabis retailers
and brands in the U.S. and Canada.
springbig's platform connects consumers with retailers and brands,
primarily through SMS marketing, as well as emails, customer
feedback system, and loyalty programs, to support retailers' and
brands' customer engagement and retention. springbig offers
marketing automation solutions that provide for consistency of
customer communication, thereby driving customer retention and
retail foot traffic. Additionally, springbig's reporting and
analytics offerings deliver valuable insights that clients utilize
to better understand their customer base, purchasing habits and
trends. On November 9, 2021,
springbig announced that it entered into a definitive agreement for
a business combination with Tuatara Capital Acquisition Corporation
(NASDAQ: TCAC) ("TCAC"). The business combination is expected to
close in mid-2022, subject to the approval of TCAC's shareholders,
the filed Form S-4 (the "Registration Statement") being declared
effective by the SEC, and other customary closing conditions and
regulatory approvals. Upon closing of the business combination, the
combined company will operate under the springbig name and is
expected to remain listed on the NASDAQ Stock Market, under the new
symbol "SBIG." For more information,
visit https://springbig.com/.
About Tuatara Capital Acquisition Corporation
Tuatara Capital Acquisition Corporation is a blank check company
incorporated for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchaser, reorganization
or similar business combination with one or more businesses,
pursuing targets that are focused on businesses in the cannabis
industry that are compliant with all applicable laws and
regulations within the jurisdictions in which they are located or
operate. For more information, visit https://tuataraspac.com/.
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to
stockholders of TCAC for their consideration. In connection with
the proposed business combination, TCAC has filed a registration
statement on Form S-4 (the "Registration Statement") with the SEC,
which will include preliminary and definitive proxy statements to
be distributed to TCAC's stockholders in connection with TCAC's
solicitation for proxies for the vote by TCAC's stockholders in
connection with the proposed business combination and other matters
as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to
springbig's stockholders in connection with the completion of the
proposed business combination. After the Registration Statement has
been declared effective, TCAC will mail a definitive proxy
statement and other relevant documents to its stockholders as of
the record date established for voting on the proposed business
combination. Before making any voting decision, TCAC's stockholders
and other interested persons are advised to read, once available,
the preliminary proxy statement / prospectus and any amendments
thereto and, once available, the definitive proxy statement /
prospectus, along with all other relevant documents filed or that
will be filed with the SEC in connection with the proposed business
combination and the TCAC's solicitation of proxies for its special
meeting of stockholders to be held to approve, among other things,
the proposed business combination, because these documents will
contain important information about TCAC, springbig (including,
without limitation, further financial information and results) and
the proposed business combination. Stockholders will be able to
obtain free copies of the preliminary or definitive proxy
statement, once available, as well as other documents filed with
the SEC regarding the proposed business combination and other
documents filed with the SEC by TCAC, without charge, at the SEC's
website located at www.sec.gov or by directing a request to Tuatara
Capital Acquisition Corporation, 655 Third Avenue, 8th Floor,
New York 10017.
Forward-Looking Statements
Certain statements contained in this press release constitute
"forward-looking statements" within the meaning of federal
securities laws. Forward-looking statements may include, but are
not limited to, statements with respect to (i) trends in the
cannabis industry and springbig market size, including with respect
to the potential total addressable market in the industry; (ii)
springbig's growth prospects; (iii) springbig's projected financial
and operational performance, including relative to its competitors;
(iv) new product and service offerings springbig may introduce in
the future; (v) the potential transaction, including the implied
enterprise value, the expected post-closing ownership structure and
the likelihood and ability of the parties to successfully
consummate the potential transaction; (vi) the risk that the
proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of TCAC's
securities; (vii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval of the proposed business combination by TCAC's
stockholders; (viii) the effect of the announcement or pendency of
the proposed business combination on TCAC's or springbig's business
relationships, performance, and business generally; (ix) the
outcome of any legal proceedings that may be instituted against
TCAC or springbig related to the definitive agreement or the
proposed business combination; (x) the ability to maintain the
listing of TCAC's securities on the NASDAQ; (xi) the price of
TCAC's securities, including volatility resulting from changes in
the competitive and highly regulated industry in which springbig
plans to operate, variations in performance across competitors,
changes in laws and regulations affecting springbig's business and
changes in the combined capital structure; (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination, and identify
and realize additional opportunities; and (xiii) other statements
regarding springbig's and TCAC's expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "outlook," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would," and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject, are subject to risks and uncertainties. You should
carefully consider the risks and uncertainties described in the
"Risk Factors" section of TCAC's registration statements on Form
S-1 and Form S-4, any proxy statement/prospectus relating to the
transaction, other documents filed by TCAC from time to time with
SEC, and any risk factors made available to you in connection with
TCAC, springbig and the transaction. These forward-looking
statements involve a number of risks and uncertainties (some of
which are beyond the control of springbig and TCAC), and other
assumptions, that may cause the actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements.
Participants in the Solicitation
TCAC, springbig and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from TCAC's stockholders in connection
with the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of TCAC's stockholders in connection with the proposed
business combination will be set forth in TCAC's proxy statement /
prospectus when it is filed with the SEC. You can find more
information about TCAC's directors and executive officers in TCAC's
final prospectus dated February 11,
2021, and filed with the SEC on February 16, 2021. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included
in the proxy statement / prospectus when they become available.
Stockholders, potential investors, and other interested persons
should read the proxy statement / prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation
This press release relates to a proposed business combination
between TCAC and springbig and does not constitute an offer to sell
or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
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