Special Meeting of TCAC Shareholders to Take
Place on June 9, 2022
BOCA
RATON, Fla. and NEW
YORK, May 18, 2022 /PRNewswire/ -- springbig
(the "Company"), a leading provider of SaaS-based marketing
solutions, consumer mobile app experiences, and omnichannel loyalty
programs to the cannabis industry, and Tuatara Capital Acquisition
Corporation (NASDAQ: TCAC) ("TCAC") today announced that TCAC's
registration statement on Form S-4 (File No. 333-262628) relating
to the previously announced business combination of TCAC and the
Company has been declared effective by the U.S. Securities and
Exchange Commission. TCAC also announced that it will hold an
extraordinary general meeting of shareholders (the "Special
Meeting") on Thursday, June 9, 2022,
at 11:00am ET to approve, among other
matters, the business combination with springbig.
The Special Meeting will be held at the offices of Davis Polk & Wardwell LLP, located at 450
Lexington Avenue, New York, NY
10017, or shareholders can attend online via live webcast.
Shareholders of record as of March 21,
2022, are entitled to receive notice of and to vote at the
Special Meeting. Shareholders are encouraged to vote before
11:59 p.m. ET on Wednesday, June 8,
2022. TCAC shareholders who need assistance in completing the proxy
card or have questions regarding the Special Meeting may contact
TCAC's proxy solicitor, Morrow Sodali LLC, by phone at (800)
662-5200 or via email at TCAC.info@investor.morrowsodali.com.
"We are delighted to be entering the final stages in the closing
of our business combination with TCAC," said Jeffrey Harris, Chief Executive Officer and
Co-Founder of springbig. "This is a pivotal time in the evolution
of springbig as we look toward the next chapter of our growth as a
public company. With the support of our new public shareholders and
additional capital, we are well positioned to continue to develop
our innovative, market-leading loyalty and marketing communication
platform and expand our offerings to our cannabis retail and brand
clients."
Al Foreman, Chief Executive
Officer of TCAC, commented, "springbig is a leader in the cannabis
technology space and we believe with the closing of our business
combination, the Company is ideally positioned to accelerate its
impressive growth trajectory and generate significant shareholder
value. On behalf of myself and TCAC's board of directors, we urge
our fellow shareholders to support the business combination and
springbig's future growth in this rapidly evolving cannabis
market."
If the proposals at the Special Meeting are approved, the
parties anticipate that the business combination will close shortly
thereafter, subject to the satisfaction of other closing
conditions. Upon consummation of the business combination, TCAC
intends to change its name to SpringBig Holdings, Inc. and expects
its common stock and warrants to remain listed on the NASDAQ Global
Select stock market under the new ticker symbols "SBIG" and "SBIGW"
respectively.
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. 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/.
Investor Relations Contact
Courtney
Van Alstyne
MATTIO Communications
ir@mattio.com
Media
Contact
Phoebe
Wilson
MATTIO Communications
springbig@mattio.com
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 Annual Report on Form 10-K and
registration statement on Form S-4 (the "Registration Statement"),
the 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.
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to
shareholders of TCAC for their consideration. TCAC has filed a
registration statement on Form S-4 (the "Registration Statement")
with the SEC, which includes the proxy statement to be distributed
to TCAC's shareholders in connection with TCAC's solicitation for
proxies for the vote by TCAC's shareholders 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 shareholders in
connection with the completion of the proposed business
combination. The Registration Statement was declared effective by
the SEC on May 16, 2022. TCAC will
mail a definitive proxy statement and other relevant documents to
its shareholders as of the record date established for voting on
the proposed business combination. TCAC's shareholders and other
interested persons are advised to read the proxy statement /
prospectus, in connection with TCAC's solicitation of proxies for
its extraordinary general meeting of shareholders to be held to
approve, among other things, the proposed business combination,
because these documents will contain important information about
TCAC, springbig and the proposed business combination. Shareholders
may also obtain a copy of the definitive proxy statement/prospectus
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 655 Third Avenue, 8th
Floor, New York, New York
10017.
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. You can find more
information about TCAC's directors and executive officers in TCAC's
Annual Report on Form 10-K, which was filed with the SEC on
March 11, 2022 and subsequently
amended on April 26, 2022. Additional
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, and a
description of their direct and indirect interests in the
transaction, is set forth in the Registration Statement filed with
the SEC. 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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