UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 5, 2022
(Exact name of registrant as specified in its charter)
|
|
|
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (917 ) 460-7522
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
In connection with the contemplated business combination between Tuatara Capital Acquisition Corporation, a Cayman Island exempted company (“TCAC”) and
SpringBig, Inc., a Delaware corporation (“SpringBig”), as disclosed in the Registration Statement on Form S-4, filed on February 10, 2022, as amended, TCAC and SpringBig have prepared a revised investor presentation. The investor presentation is
furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act.
Additional Information and Where to Find It
TCAC has filed with the SEC a Registration Statement on Form S-4 containing a proxy statement/prospectus relating to the Business Combination, which will be
mailed to its shareholders once definitive. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any
other decision in respect of the Business Combination. TCAC’s shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto and, when available, the definitive proxy
statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about TCAC, SpringBig and the Business Combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of TCAC as of a record date to be established for voting on the Business Combination. Shareholders of TCAC will also be able to
obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a written request
to: Tuatara Capital Acquisition Corporation, 655 Third Avenue, 8th Floor New York, New York 10017.
Participants in the Solicitation
TCAC and its directors and executive officers may be deemed participants in the solicitation of proxies from TCAC’s shareholders with respect to the
Business Combination. A list of the names of those directors and executive officers and a description of their interests in TCAC is contained in TCAC’s registration statement on Form 10-K, which was filed with the SEC on March 11, 2022 and
subsequently amended on April 26, 2022 and is available free of charge at the SEC’s website at www.sec.gov, or by directing a request to Tuatara Capital Acquisition Corporation, 655 Third Avenue, 8th Floor New York, New York 10017. Additional
information regarding the interests of such participants will be contained in the proxy statement/prospectus for the Business Combination when available.
SpringBig and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of TCAC in
connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the
Business Combination when available.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward looking statements generally relate to future
events or TCAC’s or SpringBig’s future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and
the expected future performance (including future revenue, pro format enterprise value, and cash balance) and market opportunities of SpringBig are forward looking statements. In some cases, you can identify forward-looking statements by
terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by TCAC and its management, and SpringBig and
its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Amended and Restated Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against TCAC, SpringBig, the combined company or others following the announcement of the Business
Combination; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of TCAC or to satisfy other conditions to closing, including the satisfaction of the minimum trust account amount
following any redemptions; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business
Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of SpringBig as a result of the
announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that
SpringBig or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the limited operating history of SpringBig; (12) the SpringBig business is subject to significant governmental regulation;
(13) the SpringBig business may not successfully expand into other markets; (14) the recent coronavirus (COVID-19) pandemic and its impact on business and debt and equity markets; (15) operating a business in the cannabis industry; and (16) other
risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in TCAC’s Registration Statement on Form 10-K, which was filed with the SEC on March 11, 2022 and subsequently
amended on April 26, 2022, and which are set forth in the Registration Statement on Form S-4 which was filed by TCAC with the SEC on February 10, 2022, as amended, in connection with the Business Combination.
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by
law, neither TCAC nor SpringBig undertakes any duty to update these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
Description
|
|
|
Investor Presentation
|
||
|
104
|
Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 104.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
TUATARA CAPITAL ACQUISITION CORPORATION
|
|||
|
By:
|
/s/ Albert Foreman
|
||
|
Name:
|
Albert Foreman
|
||
|
Title:
|
Chief Executive Officer
|
||
|
Dated: May 5, 2022
|
|||
Exhibit 99.1
the cannabis industry's leading customer experience platform 1
Confidentiality and DisclosuresThis confidential presentation (the “presentation”) is being delivered to
you by Tuatara Capital Acquisition Corp. (“TCAC”) and springbig, Inc. (“springbig”) for use by springbig and TCAC in connection with their proposed business combination (the “business combination” or the “transaction”). This presentation is for
information purposed only. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of springbig and TCAC is prohibited. By accepting this presentation, each
recipient agrees (on behalf of itself and each of itself and its directors, partners, officers, employees, attorneys, financial advisors, agents and representatives (each of the foregoing, a “representative”), (i) to maintain (and direct its
representatives to maintain) the confidentiality of all information that is contained in this presentation and not already in the public domain; and (ii) to return or destroy (and direct its representatives to return or destroy) all copies of
this presentation or portions thereof in its possession following the request for the return or destruction of such copies. Neither this presentation nor any oral statements made in connection with this presentation shall constitute an offer to
sell or the solicitation of any offer to buy any securities, or the solicitation of any proxy, vote, consent or approval, in any jurisdiction in connection with the proposed business combination, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction. This communication is restricted by law; it is not intended for distribution
to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. Neither springbig, TCAC, nor any of the respective affiliates, control persons, officers, directors, employees,
representatives or advisors is making an offer of the Securities in any state where the offer is not permitted To the extent the terms of any potential transaction are included in this presentation, those terms are included for discussion
purposed only. No federal, state, or foreign securities authorities have determined that this presentation is accurate or complete. Any representation to the contrary is a criminal offense.No Representations or WarrantiesThis presentation is
for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to springbig. The recipient agrees and acknowledges that this presentation is
not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by TCAC or springbig or any of their
respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, or other communication transmitted or otherwise made
available to any party in the course of its evaluation of a possible transaction between TCAC and springbig and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or
misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material.
TCAC and springbig disclaim any duty to update the information contained in this presentation. 2 DisclaimerImportant Disclosures 2 2
3 Disclaimer (Cont’d)Important Disclosures Forward-Looking StatementsThis presentation contains
certain “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, 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 (including without limitation those set forth below in this
presentation under “Risk Factors”). 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.You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in
the future. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. Neither springbig, TCAC nor any of their respective affiliates, control persons,
officers, directors, employees, representatives or advisors assume any obligation and intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Neither springbig, TCAC, nor
any of their respective affiliates, control persons, officers, directors, employees, representatives or advisors gives any assurance that either springbig or TCAC will achieve its expectations.
Industry and Market DataThis presentation contains certain information concerning springbig’s products,
services and industry, including market size and growth rates of the markets in which springbig participates, that are based on industry surveys and publications or other publicly available information, other third-party survey data and
research reports, and springbig’s internal sources. This information involves many assumptions and limitations; therefore, there can be no guarantee as to the accuracy of such assumptions and you are cautioned not to give undue weight to this
information. Further, no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or
modeling contained herein are not an indication as to future performance. Neither springbig, TCAC or any of their affiliates, control persons, officers, directors, employees, representatives or advisors has independently verified the accuracy
or completeness of any such third-party information. In addition, projections, assumptions, estimates, goals, targets, plans and trends of the future performance of the industry in which springbig operates, and its future performance, are
necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expresses in the estimates made by independent parties and by
springbig and TCAC. Neither springbig, TCAC or any of their respective affiliates, control persons, officers, directors, employees, representatives or advisors assumes any obligation to update the information in this presentation.Trademarks and
CopyrightsThis presentation may contain trademarks, service marks, trade names, and copyrights of other companies, which are the property of their respective owners, and TCAC’s and springbig’s use thereof does not imply an affiliation with, or
endorsement by, the owners of such trademarks, service marks, trade names, and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the ™, ©
or ® symbols, but TCAC and springbig will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.Financial InformationThe historical
financial information regarding springbig contained in this presentation had been taken from or prepared based on historical financial statements of springbig. Such financial statements will be included in the registration statement/proxy
statement related to the transaction. Accordingly, the historical financial information included herein should be considered preliminary and subject to adjustment in connection with the completion of the PCAOB audit. springbig’s results and
financial condition as reflected in the financial statements included in the registration statement/proxy statement may be adjusted or presented differently from the historical financial information included herein, and the differences could be
material. Non-GAAP Financial MeasuresThis presentation includes certain non-GAAP financial measures (including on a forward-looking basis). These non-GAAP financial measures, and other measures that are calculated using these non-GAAP measures,
may exclude items that are significant in understanding and assessing springbig’s financial results, and therefore, are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP,
and should not be construed as indicators of our operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that they fail to address. springbig and
TCAC have included these non-GAAP financial measures (including on a forward-looking basis) because they believe these measures provided useful supplemental information to investors about springbig. springbig’s management uses these non-GAAP
financial measures, in conjunction with GAAP financial measures, as an integral part of managing its business. Using any such financial measure to analyze springbig’s business would have material limitations because the calculation are, for
example, based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant, and because they exclude significant expenses that are required by GAAP to be
recorded in springbig’s financial measures. Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore springbig’s non-GAAP measures may not be
directly comparable to similarly titled measures of other companies. This presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of
some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, springbig is unable to quantify certain amounts that would be required to be included in the
most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward looking non-GAAP financial measures is included. We
caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and
with the results of other companies. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is a non-GAAP measure, with the closest GAAP metric being net income. EBITDA as set forth above excludes non-cash stock compensation
expenses. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and the non-GAAP financial measures as used in the above may not be
comparable to similarly titled amounts used by other companies or persons, because they may not calculate these non-GAAP measures in the same manner. 4 Disclaimer (Cont’d)Important Disclosures 4 3
Use of ProjectionsThis presentation also contains certain financial forecasts, including revenue and
revenue growth, revenue multiple, growth-adjusted revenue multiple, gross margin, EBITDA margin, CAGR, ARR and ARR growth, cannabis retail market, gross profit, operating income, projections and estimates. Neither TCAC’s nor springbig’s
independent auditors have studied, reviewed, complied or performed any procedures with respect to the projections for the purpose of the inclusion in this presentation, and, accordingly, neither of them have expressed an opinion or provided any
other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation,
certain of the above-mentioned projected information had been provided for purposed of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are
subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently
uncertain due to a number of factors outside of TCAC’s of springbig’s control. While all financial projections, estimates and targets are necessarily speculative, TCAC and springbig believe that the preparation of prospective financial
information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future
performance of the combined company after the transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation
should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Additional Information About the Proposed Business Combination and Where to Find ItThe proposed
business combination will be submitted to stockholders of TCAC for their consideration. 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 filed and
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 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 and the proposed business combination. Stockholders will be able to obtain free copies of the preliminary or definitive proxy statement, 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.Participation in SolicitationTCAC and springbig and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of
TCAC’s shareholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of TCAC’s directors and officers in TCAC’s
filings with the SEC, including 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. To the extent that holdings of TCAC’s securities have changed from the amounts
reported in TCAC’s Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in
the solicitations of proxies to TCAC’s shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus for the proposed transaction, which is expected to be filed by TCAC with the SEC. Investors and
security holders of TCAC and springbig are urged to read the proxy statement/prospectus and other relevant documents that have been and will be filed with the SEC carefully and in their entirety when they become available because they will
contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about TCAC and springbig through the
website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by TCAC can be obtained free of charge by directing a written request to TCAC, 655 Third Avenue, 8th Floor, New York 10017.Risk FactorsFor a description of
the risks associated with an investment in springbig, including with respect to its business and operations, we refer you to the “Risk Factors” section the Appendix to this presentation and as set forth in TCAC’s Annual Report on Form 10-K and
registration statement on Form S-4 under “Risk Factors.” 5 Disclaimer (Cont’d)Important Disclosures 4
Today’s speakers Jeff HarrisCEO / Founder Paul SykesCFO Albert ForemanCEO Sergey
ShermanCFO 6 6
Tuatara Capital Overview 7 Tuatara Capital, L.P. manages over $390 million across two flagship
private funds that make long-term investments into growth stage businesses in the emerging legal cannabis industry Overview Generation Capital Partners Whipstick Ventures Al ForemanChief Executive Officer Mark ZittmanChief Operating
Officer Sergey ShermanChief Financial Officer CIO at Tuatara Capital20+ years of private equity, investment banking, financial technology experience Chairman at Tuatara Capital30+ years of structured products, fixed income, capital markets
experience Managing Director at Tuatara Capital20+ years of investment banking, private equity experience Michael FinkelmanIndependent Director 30+ years of experience in corporate and investing leadership roles Former Vice Chairman and CFO
at General Electric Rich TaneyChairmanIndependent Director 30+ years of experience in public and private finance, executive management and operationsFormer CEO and Co-Founder of leading cannabis multi-state operator Jeff BornsteinIndependent
Director 30+ years of equity and debt capital markets, leverage finance and M&A experienceManaging Director and Head of Investment Banking, Société Générale Americas TCAC Management & Board of Directors Select Portfolio
Companies 7
Tuatara Investment Thesis for springbigScaled Software Platform Providing Leading CRM and Marketing
Capabilities for Cannabis Retailers 8 Largest loyalty & marketing automation provider with 41M+ consumers enrolled in the platform and 1,000+ customersLoyalty and messaging can be critical for cannabis retailers and brands to directly
engage, connect, and retain their customer base 110% net retention(1)Entrenched with leading MSOs, capturing the “enterprise” customer baseDemonstrated ability to expand existing relationship with customers, resulting in leading net
retentionspringbig does business with 79% of companies on American Cannabis Operator Index Continuing strong growth of retailers as states continue to legalize, increase consumer base & spendCapture larger marketing spend from cannabis
brands, as the proliferation of branded products acceleratesWhen legally available, capture a portion of the $7bn GMV processed by retailers utilizing the platform through payments and rewards walletTAM opportunity of $26bn growing at 20%+
CAGR Well positioned to consolidate technology ecosystem with clear strategic rationale and value creation across Loyalty, Data Analytics, Online Ordering, and POS/PaymentsValue creation in leveraging its consumer purchasing and feedback data
across multiple new vertical software offerings Chief Executive Officer, Jeffrey Harris, has over 35 years of deep industry experience, and has successfully founded loyalty marketing businesses in the pastChief Financial Officer, Paul Sykes,
has 20+ years of experience as CFO of high-growth SaaS businesses in a public company environment Category-Leading Customer Loyalty & Marketing Automation for the Cannabis End Market Software-as-a-Service (SaaS) Business Model that is
“Sticky” and High Growth Multiple Channels of Organic Growth Platform of Choice to Consolidate a Highly Fragmented Cannabis Technology Ecosystem Exceptional Management Team to Execute on Strategy 1 2 3 4 5 Based on FY 2021. Net
retention is a non-GAAP financial metric. See slide 33 for calculation. New Cannabis Ventures. (2) 8
Attractive entry point 9 Marketing / Customer Engagement SaaS Software Cannabis
Software CY23 Revenue Growth (YoY) CY23 EV / Revenue Multiple CY23 Gross Margin CY23 EBITDA Margin(2) CY23 Growth Adjusted Revenue Multiple(3) Commerce /
POS 65% 4.3x 78% 15% 27% 7.3x 81% 8% 31% 6.0x 72% 2% 29% 8.5x 81% 3% 45% 4.0x 91% (2%) Source: Capital IQ and Wall Street Research as of 4/4/2022.based on TCAC board merger approval dateEBITDA is a non-GAAP metric, and
the closest GAAP metric is Net Income. EBITDA and net income are the same in springbig’s figures shown.Projected increase from CY 2022 through CY 2023. Comparable Peer Group Medians(1) 0.1x 0.3x 0.2x 0.3x 0.1x
Business Overview 10
springbig at a Glance Founded in 2016 | HQ in Boca Raton, FL | 158 Employees Platform
Highlights During 2021.Based on 2021 and standardized message size.Based on trailing 12-months.Based on subscription revenue; FY 2021. Non-GAAP financial metric. See slide 33. 2021 ranking. 11 Revenue ($M) 1,300+ clients with over 2,400
retail locations(1) Nearly 2 billion client messages annually(2) 110% Net retention(4) $7 billion+ in GMV(3) $24M Revenue 58% Revenue Growth in 2021A Ranked 69th in the Inc. 5000(5) 1,240 Total Retailers + 69 Total Brands(1) 2019-21
CAGR: 105% 2021-24 CAGR: 63% Scaled software platform providing leading CRM and marketing solutions to the cannabis industry Differentiated loyalty marketing, digital communications, and text/email marketing solutions B2B2C strategy
delivering significant value to cannabis retailers and brands 11
Cannabis retailers and brands face numerous issues 12 Retailers and brands need ways to reach
customers state by state as legalization continues Intense competition, promotion-driven sales, and lack of communication channels in cannabis make customer retention difficult for retailers Traditional advertising channels restrict cannabis
advertising, hindering the ability for brands and retailers to market their products Engagement Lack of feedback data for brands to reach and establish relationships with consumers effectively Retailers lack the analytics
infrastructure to make data actionable for marketing Lack of market intelligence and data solution specific to the cannabis market Data / Analytics 12
springbig platform and solutions address critical challenges faced by cannabis retailers and
brands 13 Online ordering and payments represents a potential new product offering pending status of legality. Cannabis Retailers & Brands Reporting & analytics Online ordering and
payments(1) Marketingautomation andcustomer communication Customer feedback system Customer relationship management Rewards & offers, loyalty programs and customer acquisition Customer acquisition Customer Retention Customer
Acquisition Customer Spend Customer Foot-traffic Data-Driven Actions Brand Exposure 13
a Large, expanding cannabis retail market… 14 US Cannabis Retail Market Size (in $
billions) Source: New Frontier Data, December 2020. Market growing 21%+ per year Projected to exceed $41.5bn by 2025 Further potential upside from future state legalizations, including recent additions of NY, NJ and CT (not
included in forecast) 14
…supported by strong industry tailwinds 15 Cost of raw product expected to decrease | Value
expected to accrue to brands | Marketing spend expected to increase Recent East Coast legalization including NY, NJ and CT markets presents incremental upside opportunity Tech offerings remain rudimentary and competition is
fragmented Growth in marketing spend is expected to exceed growth of the end market Tailwinds from legislative change momentum One of the fastest growing end markets in the U.S. Current State of Cannabis
Legalization Legalized
Adult-Use and Medical Cannabis Legalized Medical Cannabis Source: New
Frontier Data, December 2020. 15
Proven B2B2C platform with powerful network effects 16 management 16 springbig retains
retaileras paying SaaS customerComprehensive product suite sustains high client retentionPlatform engages consumers to drive growthB2B2C Go-To-Market strategy is highly scalable Retailer Brands target retailers that areable to acquire loyal
consumersBrand participation drivesmore retail acquisition5,000 existing brands 5-10% of brands’ revenue willtypically go into marketing spend(1) leading messaging& customerexperience platform Brands A virtuous cycle is
created as each side of the marketplace scales, expected to widen springbig’s competitive advantage Estimate based on average marketing spend in similar industries. 16
Industry-leading, ecosystem-wide integrations driving large data assets and product
innovation 17 Further use and monetization of data will be implemented consistent with current law.Based on 2022 YTD.Based on trailing 12-months. Wealth of data assets drives proprietary insights to monetize(1) a large and growing
user base 50M+ 31M+ 18 99M+ Marketable consumers(2) Active point of sale integrations(2) Total transactions processed through springbig(3) Total consumers(2) POS partners e-commerce partners data analytics datahub
resources signage E-mail/CRM applications springbig is ideally positioned with the full cannabis tech ecosystem 17
Tenured management team and board of directorsTremendous team with extensive tech & industry
experience 18 Ben KovlerChairman/CEO,GTI INC. Phil SchwarzChairman/Principal,Corazon CapitalFormer CMO, Tinder Jon TraubenPartner, Altitude Investment Management Scott LewinManaging Director,Salex Capital Jeb
SpencerCo-Founder and ManagingPartner, TVC Capital Jeffrey HarrisChief Executive Officer Navin AnandChief Technology Officer Paul SykesChief Financial Officer Management Team Independent Board of Directors 18
Retail Offering Overview 19
springbig retailer platformPowerful data insight dashboards In-depth campaign dataRobust analytics for
retailersCustomer acquisition made simpleClear feedback and summaries by springbig 20 20
springbig consumer viewSuite of elegant consumer facing products Stashboard Rewards wallet
app Feedback by springbig Analyzing customer feedback made simple with robust dashboards that track key survey performance indicators White label app offers the ability to create a unique app icon, name, layout, color scheme, and moreAllows
for brand consistency and a better customer experience Ability to add multiple images, videos, and linksIncludes did or did not click retargeting, multi-method sending with push notifications, intuitive message sequencing, and A/B testing
tools 21 Enrollment Proven enrollment process to ensure compliance 21
Retail case study: MSO in Illinois springbig customer since May 2018 8,847 customers enrolled in
SMS & loyalty In 2020, members spent an average $1,500 more—or 515%—than non-members Loyalty customers visit, on average, 5.5 times more than non-enrolled customers Loyalty members spend, on average, $18 more per purchase
than non-members Note: All stats are from 2020. 22 22
Brands Marketing Platform Overview 23
Empowering brands with direct access to consumers Advertise to very engaged cannabis consumers in a
way that doesn’t feel like just an ad to them Potential to acquire many VIP consumers with high lifetime value and a surplus of crucial consumer data Create powerful impressions that can lead to a significant increase in brand awareness
across the market with repetition and investment For the first time in the cannabis industry access detailed reporting that gives your brand insight into essential campaign attribution metrics Expand your impact Start
conversations Attribution data 24 brands can use springbig to obtain insightful, actionable datapoints to accelerate growth Increase awareness 24
Connecting brands with customers to drive impactful results customers brands 68brands $8.4Min
lifetimevaluecreated 828retailercampaigns 90%campaignROI 21,200newconsumers 25 Note: Statistics are as of September 2021. Lifetime value created and campaign ROI results based on average results for customers. 25
Brand case study: expanding partnership with top performing dispensaries Leading Cannabis
Brand 26 Units Sold Revenue +80% +99% 26
Growth Drivers 27
Substantial opportunities to potentially fuel organic growth ProjectedRevenue2021A $24M Further
penetrate existing markets New customer acquisition Expansion within existing retailers and brands Tremendous expected growth in new recreational markets New features and functionality Projected Revenue2024E $104M 28 28
Our M&A growth strategy is driven by our customer needs 29 Lack of actionable
data and need for better AI and recommendation technology Expanding geographic reach Increasing scale Realizing revenue and cost synergies Online ordering and payments represents a potential new product offering pending
status of legality. Lack of fintech solutions, including processing of payments and consumer credit TODAY Leader in CRM loyalty and marketing automation TOMORROW Leading software platform providing data-driven CRM, marketing and
frictionless consumer buying experience Need for improved consumer acquisition and retention through purpose-built marketing technology and targeting Competition from online marketplaces Need improvement of dispensary operations: POS,
HR/team management, inventory management, working capital financing, menu/displays management Segment consolidation Retail intelligence / data Customer acquisition (AdTech) Fintech / payments (1) / e-commerce
(1) Dispensary operations Expanding product and service offerings Industry needs based on customer feedback M&A strategic focus Strategic rationale 29
Financial Overview 30
Highly scalable platform with tremendously efficient model StrongFinancial Profile 58%Revenue
Growth(2) 78%Gross Margins(4) 110%Net Dollar Retention(5) Large & Active User Base 1,300+ / 2,400+Customers/Locations(1) $7BGross MerchandizedVolume(3) 50M+Consumers Includes current accounts, whether active or suspended, as well as
accounts currently being on-boarded. Growth from 2020 to 2021. Gross merchandized volume is calculated by multiplying the total amount of goods sold by their sales price in a given period.2023E gross margin. Based on subscription revenue; FY
2021. Non-GAAP financial metric. See slide 33. 31 31
Attractive, organic financial profile Revenue($ in millions) Gross Profit ($ in millions) 83% CAGR
(’19A – ’24E) % Margin 64% 67% 71% 77% 78% 78% EBITDA(1)($ in millions) % Margin (40%) (9%) (21%) (6%) 15% 27% 77% CAGR (’19A – ’24E) % Growth 161% 58% 60% 65% 65% 32 EBITDA is a non-GAAP metric, and the closest GAAP
metric is Net Income. EBITDA and net income are the same in springbig's figures shown.
Leading net retention Differentiating loyalty programs excite customers with a cornucopia of enhanced
offers and rewards 1 springbig’s leading retention is driven by the highly-differentiated customer experience which it provides Consistent communication with customers may boost retention and engagement while positioning customers to make
purchases 2 Reliable customer service ensures that customer concerns are accounted for 3 Net Dollar Retention(3) 128% 2020 Proven land and expand strategy (MRR)(1)(2) Leading cannabis retailer #1 Leading cannabis retailer #2 Leading
cannabis retailer #3 Leading cannabis retailer #4 +11.9x +6.0x +15.2x +15.0x $ in thousands 33 Non-GAAP financial metric. MRR is defined as monthly recurring revenue. MRR is calculated by summing monthly total recurring
revenue.During period Q4 2020 – Q1 2021.Based on FY 2021. Net Dollar Retention is calculated as the average recurring monthly subscription revenue adjusted for losses, increases and decreases in monthly subscriptions during the prior twelve
months divided by the average recurring monthly subscription revenue over the prior twelve-month period. 34 110% 2021
Financial overview CY20A CY21A CY22E CY23E CY24E Retail
Revenue $15.0 $23.3 $35.3 $55.1 $85.2 Brands Revenue 0.2 0.7 3.1 8.2 19.1 Total Revenue $15.2 $24.0 $38.3 $63.3 $104.3 % Growth 58% 60% 65% 65% Gross Profit $10.2 $17.1 $29.5 $49.4 $81.4 %
Margin 67% 71% 77% 78% 78% Operating Expenses(1) (11.6) (22.1) (31.8) (40.1) (52.9) EBITDA(2)(3) ($1.4) ($5.0) ($2.2) $9.2 $28.4 % Margin (9%) (21%) (6%) 15% 27% $ in millions Projections
include additional costs associated with being a public company.EBITDA is a non-GAAP metric, and the closest GAAP metric is net income. EBITDA and net income are the same in springbig’s figures shown.EBITDA excludes non-cash stock compensation
expense 34
Transaction overview 36
Transaction overview management TCAC to merge with springbig at a pro forma enterprise value of
$275MTotal net proceeds of $203M for the transaction(2) and total springbig earnout shares of 10.5 million(3)100% equity rollover from springbig shareholders$13M Equity PIPE (5) and $11M Convertible Note and Warrants (6) to support the
transaction$50M Committed Equity Financing Facility available for 3 years 1.0M shares forfeited by TCAC Sponsor and up to 1.0M “bonus” shares allocated to non-redeeming TCAC shareholdersTCAC Sponsor will deposit 25% of its sponsor promote
shares into an escrow, which will be released at $12.00 per share Transaction Overview(1) Pro Forma Valuation (1) Pro forma shares outstanding 46.8 Price per share $10.00 Implied equity value $468 Less: Net
cash(2) ($193) Implied total enterprise value $275 Implied CY2023E revenue multiple 4.3x Sources and Uses (1) Illustrative Pro Forma Ownership (1)(4) SOURCES TCAC cash-in-trust(2) $200 springbig shareholder equity
rollover $215 Proceeds from Private Placement (PIPE)(5) $13 Proceeds from Convertible Note Offering $10 Total Sources $438 USES Equity issued to springbig $215 Cash to balance sheet $203 Estimated transaction
expenses $20 Total Uses $438 There can be no assurances or guarantees whatsoever that the parties will be successful in consummating the transaction on the terms described herein, if at all. Assuming no redemptions.Total earnout shares
of 10.5 million for springbig pre-closing shareholders and equity incentive holders to be achieved in installments, with 7.0 million shares issued at $12.00, 2.25 million shares issued at $15.00 and 1.25 million shares issued at $18.00, in each
case if the common stock exceeds the respective share price for 20 trading days within any 30-trading day period occurring no later than 60 months following the closing of the merger.Pro forma ownership excludes i) springbig earnout
consideration of up to 10.5 million shares, ii) 1 million TCAC sponsor escrow shares, iii) 10 million public and 6 million private warrants and iv) the new equity incentive plan.$7 million of the PIPE prefunded in March 2022 as a convertible
note which will automatically convert into common equity upon closing at $10.00 per share$11 million senior secured convertible note and warrants to be issued at 9% original issue discount at the closing of the proposed merger. Additional
tranche of $5 million will close, subject to certain conditions, after the closing of the proposed merger. ($ in millions, except per share data) 36
Bonus Shares Incentive Structure for Non-Redeeming Public Shareholders management Non-redeeming
public shareholders to receive up to 1 million additional “bonus” pro rata shares at closing (1)Effective cost basis to public shareholders decreases as redemptions increase 37 Illustrative Cost Basis to Non-Redeeming SPAC Public
Shareholders Illustrative Incentive Share Structure at Various Redemption Levels $mm except per share amount Illustrative Redemptions 0% 20% 40% 60% 80% 90% 95% SPAC Non-Redeeming Shares 20.0 16.0 12.0 8.0 4.0 2.0
1.0 Bonus Shares 1.0 1.0 1.0 1.0 1.0 1.0 1.0 Total Shares Issued to SPAC Shareholders (S/H) 21.0 17.0 13.0 9.0 5.0 3.0 2.0 % Bonus Shares to Non-Redeeming
Shares 5% 6% 8% 13% 25% 50% 100% SPAC Non-Redeeming Shares 20.0 16.0 12.0 8.0 4.0 2.0 1.0 (x) Illustrative $10.00 purchase price $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00
Illustrative Cost of SPAC Non-Redeeming shares ($mm) $200 $160 $120 $80 $40 $20 $10 (÷) Total Shares to SPAC S/H 21.0 17.0 13.0 9.0 5.0 3.0 2.0 Illustrative Price/Share Cost Basis to Non-Redeeming SPAC
S/H $9.52 $9.41 $9.23 $8.89 $8.00 $6.67 $5.00 Implied Pro Forma EV/2023E Revenue to Non-Redeeming SPAC S/H 4.0x 3.9x 3.9x 3.7x 3.4x 2.8x 2.1x (1) Subject to a maximum of 1:1 additional “bonus” share per non-redeemable share
Source: Capital IQ and Wall Street Research as of 4/4/2022 based on TCAC board merger approval
date.Non-GAAP financial metric. Growth-adjusted revenue multiple is calculated by dividing the revenue multiple by the product of 100 multiplied by the corresponding revenue growth rate. Projected increase from CY2022 through CY2023. Peer
operating benchmarking(1) 38 CY2023E Revenue Growth Median: 27% Marketing / Customer Engagement Median: 31% Commerce / POS Median: 29% SaaS Software Cannabis Technology Median: 45% CY2023E Growth-Adjusted Revenue
Multiple(2) Median: 0.3x Marketing / Customer Engagement Median: 0.2x Commerce / POS Median: 0.3x SaaS Software Cannabis Technology Median: 0.1x CY2023E Revenue Multiple Median: 7.3x Marketing / Customer Engagement Median:
6.0x Commerce / POS Median: 8.5x SaaS Software Cannabis Technology Median: 4.0x
Peer operating benchmarking (Cont’d)(1) CY2023E Gross Margin CY2023E EBITDA Margin(2) Median:
81% Marketing / Customer Engagement Median: 72% Commerce / POS Median: 81% SaaS Software Median: 8% Marketing / Customer Engagement Median: 2% Median: 3% SaaS Software Commerce / POS Cannabis Technology Cannabis Technology
Median: 91% Median: (2%) 39 Source: Capital IQ and Wall Street Research as of 4/4/2022 based on TCAC board merger approval date.Non-GAAP financial metric. EBITDA margin is calculated by dividing EBITDA by revenue.
Key investment highlights 40 Multiple Channels of Organic Growth Platform of Choice to
Consolidate a Highly Fragmented Cannabis Technology Ecosystem Exceptional Management Team to Execute on Strategy Software-as-a-Service (SaaS) Business Model that is “Sticky” and High Growth Category-Leading Customer Loyalty &
Marketing Automation for the Cannabis End Market 1 2 3 4 5 40
You should also carefully read the risk factors set forth in the “Risk Factors” section of TCAC’s
registration statement on Form S-1 and the Form S-4 filed by TCAC in connection with the business combination.Risks Relating to springbig and the Transaction We have a relatively short operating history in a rapidly evolving industry, which
makes it difficult to evaluate our future prospects and may increase risk that we will not be successful.We may not achieve or maintain profitability in the future.If we fail to retain our existing clients and consumers or to acquire new
clients and consumers in a cost-effective manner, our business may be harmed.We may fail to offer the optimal pricing of our products and solutions.While our solutions provide features to support our clients’ compliance with the complex,
disparate and constantly evolving regulations and other legal requirements applicable to the cannabis industry and to online sales, marketing and customer generation generally we generally do not, and cannot, ensure that our clients will
conduct their business activities in a manner compliant with such regulations and requirements. As a result, federal, state, provincial or local government authorities may seek to bring criminal, administrative or regulatory enforcement actions
against our clients, which could have a material adverse effect on our business, operating results or financial conditions, or could force us to cease operations.If we fail to manage our growth effectively, our brand, business and operating
results could be harmed.We may not grow at the rates we historically have achieved or at all, even if our key metrics may indicate growth.Other companies may enter our market or introduce new technologies, which could adversely affect our
business, financial and operating results.If we are not able to develop new solutions, or successful enhancements, new features and modifications to our existing solutions, or otherwise incorporate such new solutions or enhancements, new
features or modifications to existing solutions through acquisition or partnership, our business, financial condition, and results of operations could be adversely affected. Further, acquisitions of other businesses could result in a diversion
of management’s attention, result in additional dilution to stockholders, or otherwise disrupt or operations or harm our operating results. No guarantees can be made that we will successfully target acquisition opportunities or successfully
integrate any acquired businesses or operations.If our marketing is unsuccessful in bringing in new clients, we may need to adopt costlier sales and marketing approaches in order to attract and/or retain clients, which could have a material
adverse effect on our profitability.We may be unable to scale and adapt our existing technology and network infrastructure in a timely or effective manner to ensure that our products are accessible, which would harm our reputation, business and
operating results.Our industry is rapidly evolving and undergoing significant technological change. If we are not successful in adapting to this evolving environment, or adequately scaling or adapting our technology or promoting and improving
the benefits of our platform, our growth may be limited, and our business may be adversely affected.Our projections and estimates are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected or
estimated revenues, market share, expenses and profitability may differ materially from our expectations.Real or perceived errors, failures, or bugs in our products could adversely affect our operating results and growth prospects.We rely upon
cloud-based data centers, infrastructure and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties, to operate our business, and interruptions or performance problems with
these systems, technologies and networks may adversely affect our business and operating results.Failure to protect or enforce our intellectual property rights could harm our business and results of operations. Further, the protection and
enforcement of our intellectual property rights could be costly and/or divert management’s attention.If we fail to comply with the Telephone Consumer Protection Act, or any other applicable laws and regulations relating to consumer data,
information and data privacy, we may face significant damages, which could harm our business, financial condition, results of operations and cash flows.We process, store and use personal information and related data, which subjects us to
industry standards, governmental laws, regulations and other legal obligations, particularly related to privacy and consumer outreach and contact, data protection and information security, and any actual or perceived failure to comply with such
obligations could harm our business. We may be subject to claims brought against us as a result of content we provide.We may face difficulty in enforcing certain commercial contracts or other agreements. 41 Summary Risk FactorsImportant
Disclosures 41
Risks Related to the Cannabis IndustryCannabis remains illegal under federal law, and therefore, strict
enforcement of federal laws regarding cannabis would likely result in our inability to execute our business plan.Our business is dependent on U.S. state laws and regulations pertaining to the cannabis industry.The cannabis industry remains a
relatively new industry and may not continue to develop as currently predicted, which may negatively impact our success and ability to execute on our business plan.Because our business is dependent, in part, upon continued market acceptance of
cannabis by consumers, any negative trends could adversely affect our business operations.Expansion of our business is dependent on the continued legalization of cannabis.The rapid changes in the cannabis industry and applicable laws and
regulations make predicting and evaluating our future prospects difficult, and may increase the risk that we will not be successful.Federal law enforcement may deem our clients to be in violation of U.S. federal law. A change in U.S. federal
policy on cannabis enforcement and strict enforcement of federal cannabis laws against our clients would undermine our business model and materially affect our business and operations.The nascent status of the medical and recreational cannabis
industry involves unique circumstances and there can be no assurance that the industry will continue to exist or grow as currently anticipated.Any potential growth in the cannabis industry continues to be subject to new and changing state and
local laws and regulations.Change in the laws, regulations and guidelines that impact our business may cause adverse effects on our operations.Our business and our clients are subject to a variety of U.S. and foreign laws regarding financial
transactions related to cannabis, which could subject our clients to legal claims or otherwise adversely affect our business. Further, differing regulatory environments may cause adverse effects on our operations.Marketing constraints under
regulatory frameworks may limit a potential target cannabis company’s ability to compete for market share in a manner similar to that of companies in other industries.We may become involved in regulatory or agency proceedings, investigations
and audits.The cannabis industry faces significant opposition, and any negative trends may adversely affect our business operations. Consumer preferences may change, and the potential target business may be unsuccessful in acquiring or
retaining consumers and keeping pace with changing market developments.The market for businesses in the cannabis industry is highly competitive and evolving and we expect to face increased competition, which could negatively impact our
operating results.We, or the cannabis industry more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception.Our reputation and ability to do business may be negatively impacted by the improper
conduct of our business partners, employees or agents.Certain events or developments in the cannabis industry more generally may impact our reputation.There are a limited number of management teams in the cannabis industry that are familiar
with U.S. securities laws.Service providers in the cannabis industry may be subject to unfavorable tax treatment. Service providers in the cannabis industry may face a number of regulatory and other challenges, including difficulty accessing or
maintaining banking or other financial services, insurance, or access to bankruptcy courts.General RisksNegative publicity could adversely affect our reputation and brand. Such negative publicity or our failure to otherwise protect our brand
could materially harm our business and operating results.If we are unable to recruit, train, retain and motivate key personnel, we may not achieve our business objectives.The impact of global, regional or local economic and market conditions
may adversely affect our business, operating results and financial condition.Our business, financial condition, cash flow and results of operations may be adversely affected by the ongoing COVID-19 pandemic or other similar epidemics or adverse
public health developments.Catastrophic events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and other business or
financial losses.A service attack, ransomware attack, security breach, unauthorized data access or other failure of our security measures could impair or incapacitate our information technology systems and delay or interrupt service to our
clients and consumers, harm our reputation, or subject us to significant liability.Changes in tax laws or regulations, and/or compliance with tax laws and regulations, could have a material adverse effect on our, business cash flow, financial
condition or operating results.We may require and be unable to raise additional capital, which could harm our business. 42 Summary Risk Factors (cont’d)Important Disclosures 42