Cayman Islands
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001-40049 |
00-0000000 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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true |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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false |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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false |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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false |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
|
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Class A ordinary shares, par value $0.0001 per share
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TCAC |
The Nasdaq Capital Market
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||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | TCACW | The Nasdaq Capital Market | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
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TCACU |
The Nasdaq Capital Market
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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Votes For
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Votes Against
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Abstentions
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|||||
1.
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A proposal to approve the transactions contemplated by the amended and restated agreement and plan of merger, dated as of April 14, 2022, as amended by the amendment no. 1, dated as of May 4, 2022 (as it
may be further amended or modified from time to time, the “merger agreement”), by and among Tuatara Capital Acquisition Corporation (“Tuatara”), HighJump Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of
Tuatara (“Merger Sub”) and SpringBig, Inc., a Delaware corporation (“SpringBig”), pursuant to which Merger Sub will be merged with and into SpringBig, whereupon the separate corporate existence of Merger Sub will cease and SpringBig will
be the surviving company and continue in existence as a subsidiary of New SpringBig (as defined below in proposal 4), on the terms and subject to the conditions set forth therein (the “business combination”);
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17,520,107
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1,065,945
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13,282
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
2.
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A proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance by New SpringBig (as defined in proposal 4) of shares of common stock, par value
$0.0001 per share, to (i) certain accredited investors, in each case in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection
therewith and (ii) to stockholders of SpringBig;
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17,487,872
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1,098,180
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13,282
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
3.
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A proposal to approve by special resolution the change of Tuatara’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman
Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “domestication”);
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17,498,785
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1,087,166
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13,383
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Votes For
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Votes Against
|
Abstentions
|
|||||
4.
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A proposal to approve by special resolution that the proposed organizational documents of Tuatara to (i) change our name from “Tuatara Capital Acquisition Corporation” to “SpringBig Holdings, Inc.” (Tuatara
post-domestication, “New SpringBig”), (ii) adopt Delaware as the exclusive forum for certain stockholder litigation, (iii) make New SpringBig’s corporate existence perpetual, (iv) remove certain provisions related to our status as a blank
check company that will no longer be applicable to us upon consummation of the business combination and (v) grant an explicit waiver regarding corporate opportunities to New SpringBig and its directors, subject to certain exceptions;
|
17,497,886
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1,088,166
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13,282
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
5.
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A proposal to approve by special resolution that the proposed organizational documents of Tuatara to divide the board of directors into three classes following the business combination, with each class
generally serving for a term of three years and with only one class of directors being elected in each year;
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16,603,964
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1,108,435
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886,935
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
6.
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A proposal to approve by special resolution that the proposed organizational documents of Tuatara to provide that the directors, except for Preferred Stock Directors (as defined in the proposed certificate
of incorporation of New SpringBig upon the effective time of the domestication substantially in the form attached to this proxy statement/prospectus as Annex B (the “proposed charter”)), may only be removed for cause (as defined in the
proposed charter);
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17,495,782
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1,090,269
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13,283
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
7.
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A proposal to approve by special resolution that the proposed organizational documents of Tuatara to provide that, subject to the rights, if any, of the holders of any outstanding series of the Preferred
Stock, shareholders will not have the ability to call a special meeting;
|
16,623,133
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1,087,266
|
888,935
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
8.
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A proposal to approve by special resolution that the proposed organizational documents of Tuatara to remove the ability of shareholders to act by written consent in lieu of a meeting;
|
16,623,067
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1,087,332
|
888,935
|
|||
Votes For
|
Votes Against
|
Abstentions
|
|||||
9.
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A proposal to approve by special resolution that the proposed organizational documents of Tuatara to authorize the change in the authorized capital stock of Tuatara from (i) 200,000,000 Class A ordinary
shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share to (ii) 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, par value $0.0001 per share;
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16,624,232
|
1,088,166
|
886,936
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
10.
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A proposal to approve by special resolution the amendment of Tuatara’s existing organizational documents to remove the limitation on Tuatara’s ability to consummate a business combination, or to redeem
Class A ordinary shares in connection with a business combination, if it would cause Tuatara to have less than $5,000,001 in net tangible assets;
|
16,623,343
|
1,088,166
|
887,825
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
11.
|
A proposal to approve , for purposes of satisfying conditions to closing the transactions contemplated by the securities purchase agreement, dated as of April 29, 2022, by and between Tuatara and certain
institutional investors, the issuance by New SpringBig of convertible notes, warrants and the underlying common stock of such convertible notes and warrants upon their conversion or exercise, as applicable;
|
17,485,869
|
1,098,180
|
15,285
|
Votes For
|
Votes Against
|
Abstentions
|
|||||
12.
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A proposal to elect seven directors to our board of directors, effective upon the closing of the business combination, with each Class I director having a term that expires at New SpringBig’s annual meeting
of shareholders in 2023, each Class II director having a term that expires at New SpringBig’s annual meeting of shareholders in 2024 and each Class III director having a term that expires at New SpringBig’s annual meeting of shareholders
in 2025, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death:
|
||||||
Amanda Lannert (Class I)
|
5,000,000
|
-
|
-
|
||||
Jon Trauben (Class I)
|
5,000,000
|
-
|
-
|
||||
Patricia Glassford (Class II)
|
5,000,000
|
-
|
-
|
||||
Phil Schwarz (Class II)
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5,000,000
|
-
|
-
|
||||
Steven Bernstein (Class III)
|
5,000,000
|
-
|
-
|
||||
Jeffrey Harris (Class III)
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5,000,000
|
-
|
-
|
||||
Sergey Sherman (Class III)
|
5,000,000
|
-
|
-
|
Votes For
|
Votes Against
|
Abstentions
|
||||
13.
|
A proposal to approve the Incentive Plan Proposal.
|
17,491,107
|
1,091,872
|
16,355
|
Item 8.01. |
Other Events.
|
Item 9.01. |
Financial Statements and Exhibits
|
Exhibit
No.
|
Description
|
|
Tuatara Capital Acquisition Corporation press release dated June 9, 2022
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||
104
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Cover page Interactive Data File (embedded within the Inline XBRL document)
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Tuatara Capital Acquisition Corporation
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Dated: June 9, 2022
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/s/ Albert Foreman
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Albert Foreman
|
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Chief Executive Officer
|