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United States securities and exchange commission logo
March 4, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re: Tuatara Capital
Acquisition Corporation
Registration
Statement on Form S-4
Filed February 10,
2022
File No. 333-262628
Dear Mr. Foreman:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
References to our
prior comments refer to our letter dated January 21, 2022.
Form S-4 filed February 10, 2022
Questions and Answers About the Transaction Proposals for Tuatara
Shareholders
If I am a warrant holder, can I exercise redemption rights with respect
to my warrants?, page 12
1. We note your response
to prior comment 4 regarding the redemption provisions of your
public warrants, which
may result in the public warrants being redeemed for $0.01 or
$0.10 per warrant if
your common stock market price is above either $18 or $10 per share,
respectively. Please
clarify that your current common stock is quoted above $10 per
share, but the market
value of your public warrants greatly exceeds $0.10 per share. Thus,
there appears to be a
risk that public warrants may be redeemed in the near future for a
value that is
significantly less than the market value of the public warrants.
Albert Foreman
Tuatara Capital Acquisition Corporation
March 4, 2022
Page 2
Risk Factors
Following the business combination, if securities or industry analysts do not
publish or cease
publishing research or reports about us, page 87
2. We note your response that you no longer believe there is a material
risk that activities
taken by affiliates of Tuatara to purchase, directly or indirectly,
public shares will increase
the likelihood of approval of the business combination and other
proposals and may affect
the market price of your securities. Please explain why you believe
this is no longer a
material risk and clarify whether there is a material risk that
affiliates of Tuatara may
cause the common stock price to increase after the merger, triggering
the warrant
redemption provisions.
Valuation, page 118
3. Please identify the companies used in your benchmarking analysis for
the purpose
of calculating the peer segment multiples and the precedent
transaction analysis. In
addition, please provide more detail as to how you determined that the
implied enterprise
value for SpringBig increased from $350 million to $445 million using
the sum-of-the-
parts analysis. Describe how you calculated the value of each part
used in the sum-of-the-
parts totals.
Unaudited Pro Forma Condensed Combined Financial Information, page 170
4. We note your revised disclosures in response to prior comment 15.
Please provide us with
a comprehensive analysis that supports your proposed accounting for
both the Sponsor
Earn-out and Contingent Shares as equity, including the specific
authoritative
guidance you considered and relied upon.
Unaudited Condensed Combined Pro Forma Statement of Operations for the Twelve
Months
Ended December 31, 2020, page 175
5. Please revise to ensure that the pro forma statement of operations for
each period
presented includes the historical weighted average shares outstanding
and net income per
share, basic and diluted, for each of SpringBig and Tuatara.
Business of SpringBig
Overview, page 191
FirstName LastNameAlbert Foreman
6. Please incorporate your response to prior comment 17 in your
registration statement
Comapany NameTuatara
clarifying why youCapital
believeAcquisition Corporation
that SpringBig is a market leader in its
product categories for
March its loyalty
4, 2022 and2marketing solutions in the cannabis industry.
Page
FirstName LastName
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
March NameTuatara Capital Acquisition Corporation
4, 2022
March3 4, 2022 Page 3
Page
FirstName LastName
Certain Regulatory Considerations and How We Adapt to Changing Regulatory
Landscape, page
200
7. We note your response to prior comment 21 regarding the mobile carrier
industry's self-
imposed restrictions of text messaging for marketing related to the
cannabis industry.
Please clarify whether you are currently restricted from sending text
messages from any
major carrier and if most of your carriers are subject to these
Cellular
Telecommunications Industry Association guidelines. Further, please
clarify why you
believe retail-related texts from cannabis retailers, such as
dispensaries, would not be
subject to these guidelines.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
SpringBig
Factors Affecting Our Performance, page 208
8. We note your revised disclosures in response to prior comment 22. You
refer to using the
average recurring monthly revenue during the prior twelve months
divided by the
average recurring monthly subscription revenue over the same trailing
twelve-month
period to determine your net revenue retention rate. Please revise to
disclose how you
calculate the average recurring monthly revenue for purposes of this
calculation. Also,
clarify whether you compare the average recurring monthly revenue for
your customers as
of the end of the prior period to the average recurring monthly
revenue for the same set of
customers as of the end of the current period, adjusted for losses,
increases and decreases
in those customers' monthly subscriptions. Alternatively, explain
further how you
calculate net revenue retention rate and revise your disclosures
accordingly.
Key Operating and Financial Metrics, page 210
9. In your revised disclosures in response to prior comment 24, you state
that excess use
revenue has historically accounted for 30% of your total revenue.
Please provide us with
a breakdown of the excess use revenue earned during each month in
fiscal 2020 and 2021.
To the extent excess usage varies significantly from month-to-month,
explain further why
you believe annualizing such revenue for the last month of the period
is appropriate.
Also, clarify for us whether your arrangements stipulate
pre-determined message volumes
for each month during the contract term or for the entire term of the
arrangement.
10. You state on page 205 that you have more than 1,000 clients comprised
of approximately
950 retailers and 68 brands. Please tell us how this equates to the
1,120 clients at
September 30, 2021 as disclosed here or revise your disclosures as
necessary.
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
March NameTuatara Capital Acquisition Corporation
4, 2022
March4 4, 2022 Page 4
Page
FirstName LastName
11. You state in your revised disclosures in response to prior comment 23
that subscriptions
generally have a twelve-month term and automatically renew unless
notice of cancellation
is provided in advance. Please clarify whether your arrangements
typically renew for
another twelve-month term and whether the cancellation terms are the
same in both the
initial and renewal term. Also, tell us your renewal rates for each
period presented and
clarify how management uses this measure in managing your business, if
at all.
Results of Operations
Comparison of Nine Months Ended September 30, 2021 and 2020, page 213
12. We note your response to prior comment 25. Please tell us whether you
have the ability to
quantify the amount of revenue attributed to new customers versus
existing customers. If
so, considering you have identified growth and retention of customers
as a factor affecting
your performance, explain further why you believe this information
would not be
meaningful to your results of operations discussion.
Executive Compensation, page 224
13. We note your responses to prior comments 26 and 28 regarding
agreements related to
your named executive officers. Please describe any material agreements
with Mr. Navin
Anand and clarify whether the form letter agreement to be filed as
Exhibit 10.5 will be
substantially the same for all three named executive officers. You
reference that there will
be customary provisions related to non-competition and related party
transactions and they
will apply to InteQ. Please clarify if Exhibit 10.5 will contain
specific provisions related
to Mr. Harris relationship with InteQ.
Beneficial Ownership of Securities, page 228
14. Please disclose the natural person(s) that hold investment and/or
voting power over the
shares beneficially owned by TVC Capital IV and TCAC Sponsor LLC, and
their
respective affiliates. In this regard, please disclose the members of
the TCAC Capital II
Fund, L.P. board of managers.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Albert Foreman
Tuatara Capital Acquisition Corporation
March 4, 2022
Page 5
You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.
Sincerely,
FirstName LastNameAlbert Foreman
Division of Corporation
Finance
Comapany NameTuatara Capital Acquisition Corporation
Office of Technology
March 4, 2022 Page 5
cc: Leonard Kreynin, Esq.
FirstName LastName