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United States securities and exchange commission logo
January 21, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re: Tuatara Capital
Acquisition Corporation
Draft Registration
Statement on Form S-4
Submitted December
22, 2021
CIK No. 0001801602
Dear Mr. Foreman:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4 submitted December 22, 2021
Questions and Answers About the Transaction Proposals for Tuatara
Shareholders
What equity stake will current Tuatara public shareholders, the
subscription investors, page 14
1. We note throughout your
registration statement, you reference that public shareholders of
Tuatara will own 40.2%
of the New SpringBig common stock and existing SpringBig
stockholders will own
49.2% of the merged company, both assuming no redemptions.
Please balance these
ownership percentages by also providing the relevant ownership
assuming maximum
redemptions. You should clarify prominently that existing SpringBig
stockholders may hold
as much as 79.1% of the post-merger common stock assuming
maximum redemptions.
Albert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 2
2. We note that you do not have a minimum cash amount that is necessary
to close the
merger, beyond the $5,000,001 net tangible asset requirement. Please
quantify the
percentage of non-affiliated public shares that may be redeemed to
maintain a sufficient
amount of net tangible assets after redemptions for the merger to
proceed.
What vote is required to approve the Transaction Proposals presented at the
general meeting?,
page 18
3. In light of your sponsor, director and officers agreeing to vote to
approve all of the
Transaction Proposals, please clarify the percentage of non-affiliated
votes of your
ordinary shares that are necessary to pass each proposal. Further,
please provide this
information assuming only a quorum is present.
If I am a warrant holder, can I exercise redemption rights with respect to my
warrants?, page 23
4. Please clarify that even if Tuatara public unitholders redeem their
ordinary shares, they
will continue to hold Tuatara warrants. However, the public warrants
may be redeemed by
New SpringBig for $0.01 per warrant if the market value of the
ordinary shares exceed
$18 in the future. Further, clarify that the private placement
warrants are not subject to
these warrant redemption provisions.
Summary of the Proxy Statement/Prospectus
Accounting Treatment, page 36
5. We note your discussion regarding the accounting treatment for the
business combination.
Please provide us with your accounting analysis with regard to the
determination of the
accounting acquirer as outlined in ASC 805-10-55-10 to ASC 805-10-55-15.
In your
response, ensure you address the following:
How you factored the public and private warrants in Tuatara in your
determination
that SpringBig's shareholders will have the largest voting interest
in New SpringBig.
Clarify whether the Pipe Investors have any related party interests
with Tuatara.
How you determined that SpringBig's directors will represent the
majority of the new
board. In this regard, provide us with the names of each board
member in the
combined company and their relationship to either SpringBig or
Tuatara prior to the
merger.
FirstName LastNameAlbert
Provide the names Foreman
of any senior management in the combined entity
besides Messrs.
Comapany Harris
NameTuatara Capital
and Sykes Acquisition
and their Corporation
relationship, if any, to either
SpringBig or Tuatara prior to
January 21,the merger.
2022 Page 2
FirstName LastName
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
January 21,NameTuatara
2022 Capital Acquisition Corporation
January
Page 3 21, 2022 Page 3
FirstName LastName
Risk Factors
Risks Related to Tuatara and the Business Combination
We have identified two material weaknesses in our internal control over
financial reporting...,
page 73
6. Your current discussion regarding the material weaknesses in your
internal control over
financial reporting indicates that such weaknesses were the result of
the Staff's April 12,
2021 statement and the company's restatement. Please revise to
identify the actual
weaknesses in your internal controls.
7. You state that you continue to evaluate steps to remediate the
material weaknesses in
internal control over financial reporting. Please revise to include a
discussion of your
remediation plan and clarify what steps, if any, have been fully
implemented and what
remains to be completed in your remediation efforts. Also, disclose
how long you
estimate it will take to complete your remediation plan and discuss
any associated material
costs that you have incurred, or expect to incur.
Activities taken by affiliates of Tuatara to purchase, directly or indirectly,
public shares will
increase the likelihood..., page 84
8. Please clarify whether the affiliates of Tuatara, or New SpringBig,
may also engage in
activities to purchase public shares that may increase the price of
the common stock to
trigger the exercise of the Earn-Out provisions or the warrant
redemption provisions.
Upon completion of the business combination, the rights of holders of New
SpringBig's common
stock arising under the DGCL will differ..., page 88
9. This risk factor briefly discusses that New SpringBig s corporate
governing documents
will be less favorable than those of Tuatara. Please consider adding a
risk factor that
addresses the changes in your Organizational Documents Proposals A, B,
C, D and E,
involving exclusive forum, classified board, only removal of directors
for cause, no
actions by written consent, and no special meetings and how they may
concentrate more
power to management.
Tuatara's Board of Directors' Reasons for Approval of the Business Combination,
page 115
10. Please provide more detail regarding how the Board determined the
valuation of
SpringBig and how the $245 million valuation was fair to investors.
Describe the
valuation methodology used in detail, including the specific metrics
and comparable
companies and transactions.
Certain Projected Financial Information, page 118
11. We note that SpringBig is currently projecting Brands Revenue to
increase from $800,000
in 21E to $19.1 million in 24E, which is 2288% revenue growth in 3
years. Please
provide the basis for and the underlying assumptions as to why the
management of
Albert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 4
SpringBig believes that this line of revenue will increase this much
in such a short period
of time. Further, please clarify the actual Brands Revenue and number
of Brands
clients for your most recent periods.
12. Similarly, please clarify why SpringBig's management believes its
annual revenue growth
rate will be between 58% to 65% in the next 3-4 years. Please clarify
the assumptions
used to determine these growth rates, such as acquisitions, specific
new
product introductions or expansion into new markets.
Effects of the Domestication, page 137
13. You indicate that U.S. Holders generally will not recognize taxable
gain or loss as a result
of the domestication for U.S. federal income tax purposes. Please
provide an opinion of
tax counsel to support this assertion.
Unaudited Pro Forma Condensed Combined Financial Information, page 166
14. You state that the maximum redemption scenario assumes the maximum
number of shares
that can be redeemed without violating the conditions of the merger or
the requirements of
Tuatara's Amended and Restated Memorandum and Articles of Association.
Please revise
to clarify, here and throughout the filing, what happens if more than
18,825,891
shareholders wish to redeem their shares.
15. Please revise your disclosures related to the Earnout Shares to
explain your proposed
accounting for such shares and revise the pro forma financial
statements accordingly. If
you determine that the Earnout Shares will be accounted for as
liabilities, disclose and
discuss the potential impact of the shares on future results and
provide a sensitivity
analysis that quantifies the potential impact that changes in the per
share market price of
the post combination common stock could have on the pro forma
financial statements.
Refer to Article 11-02(b)(10) of Regulation S-X.
Unaudited Condensed Combined Pro Forma Statement of Operations for the Twelve
Months
Ended December 31, 2020, page 171
16. We note that adjustment (3) to your pro forma balance sheet includes
$10.3 million of
estimated legal, financial advisory and other professional fees related
to the business
combination that are not reflected in the historical financial
statements for either entity.
Please revise to reflect any unrecorded transaction costs that will be
expensed as part of
the merger in the pro forma statement of operations assuming such
adjustment was made
as of the beginning of the fiscal year presented. To the extent these
costs will not recur in
FirstName LastNameAlbert Foreman
the income of the combined entity beyond 12 months after the merger,
revise to indicate
Comapany NameTuatara
as such Capitalnotes.
in the pro forma Acquisition
Refer toCorporation
Article 11-02(b)(6)(B) and
11-02(b)(11)(i) of
JanuaryRegulation S-X.4
21, 2022 Page
FirstName LastName
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
January 21,NameTuatara
2022 Capital Acquisition Corporation
January
Page 5 21, 2022 Page 5
FirstName LastName
Business of SpringBig, page 191
17. You refer to SpringBig as a market-leading software platform
providing customer loyalty
and marketing automation solutions to cannabis retailers and brands in
the U.S. and
Canada. Please provide the basis for your belief of SpringBig s
market leadership, such
as market-share by revenues. We note you refer to SpringBig s
industry as highly
fragmented.
18. Your business section discusses sales and operations in Canada and
Brands clients. Please
clarify whether you currently generate material amounts of revenue in
Canada or through
Brand clients. We note that in your projections section, you
anticipate less than $1 million
in Brands Revenue in 2021.
19. Please briefly discuss how you price your subscriptions to your
clients for the use of your
platform. You briefly mention quantum of communication credits on page
204. It is
unclear whether your pricing is solely based on the amount of
communications rendered
or whether it is based on the success or effectiveness of such
communications or other
criteria.
20. Please discuss any material agreements with the 18 point-of-sale
providers and 4 major
cannabis e-commerce providers. Disclose whether you derive a material
amount of
revenue from, share revenues with, or rely on these providers for
distribution.
21. Please provide a more detailed description of the regulatory landscape
regarding text
message marketing laws concerning cannabis-related businesses and the
impact on the
company. Discuss the scope of the carrier-implemented restrictions and
how your
relationships with messaging distributors have allowed you to continue
servicing your
customers.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Factors Affecting Our Performance, page 204
22. You state that your ability to expand your relationships with
customers, and their
satisfaction of your product offerings and client service, is
demonstrated by your net
retention rate. Please revise to provide this measure for each period
presented and include
a discussion of any significant fluctuations from period-to-period.
Also, revise to clarify
how the average recurring monthly subscription revenue used in such
calculation is
determined. In this regard, explain whether excess use revenue is
included in this measure
and if so, how.
Key Operating and Financial Metrics, page 206
23. You state that subscriptions automatically renew unless notice of
cancellation is provided
in advance. Please tell us, and revise as necessary to clarify,
whether a customer has the
option to cancel their subscription during the subscription term and
if so, whether they
will incur any penalties for early termination.
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
January 21,NameTuatara
2022 Capital Acquisition Corporation
January
Page 6 21, 2022 Page 6
FirstName LastName
24. You disclose that annualized revenue is calculated as twelve times the
most recent
month s revenue. Please tell us, and revise to clarify, whether this
metric includes
revenue from excess usage fees and if so, explain your basis for
annualizing optional
usage.
Results of Operations
Comparison of Nine Months Ended September 30, 2021 and 2020
Revenue, page 208
25. Please revise to disclose the relative contribution of the revenue
increase attributed to both
new and existing customers. Similar revisions should be made to the
discussion of your
annual results. Refer to Section III.D of SEC Release No. 33-6835.
Executive Compensation, page 219
26. Please clarify whether you will disclose additional Named Executive
Officers here and
additional post-merger executive officers on page 215. We note that
SpringBig s website
lists a large management team.
Beneficial Ownership of Securities, page 223
27. Please provide the beneficial ownership of SpringBig, Inc. prior to
the initial business
combination.
Certain SpringBig Relationships and Related Party Transactions, page 228
28. You indicate that SpringBig s CEO, Jeffrey Harris, is the founder
and holds a controlling
equity interest in InteQ. We note that InteQ offers a similar
marketing and loyalty
program platform as SpringBig, but outside of the cannabis industry.
Please clarify any
relationships between these entities, including those involving Mr.
Harris, such as non-
compete agreements or technology licensing agreements. Please clarify
whether either
party is restricted from competing for similar clients or in similar
markets. To extent there
are any conflicts of interests, such as competing for acquisitions to
improve the
functionality of SpringBig's platform, please consider adding an
appropriate risk factor to
discuss these conflicts and the operation of the corporate
opportunities waiver.
SpringBig, Inc. Audited Financial Statements
Report of Independent Registered Public Accounting Firm, page F-36
29. Please revise the Report of SpringBig's Independent Registered Public
Accounting Firm
to include the date the report was issued and the city and state where
issued. Refer to Rule
2-02(a) of Regulation S-X.
Statements of Operations, page F-38
30. Please revise to include the disclosures related to net loss per share
for each income
statement period presented. Refer to ASC 260-10-50-1.
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
January 21,NameTuatara
2022 Capital Acquisition Corporation
January
Page 7 21, 2022 Page 7
FirstName LastName
Notes to Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting
Policies, page F-41
31. Please revise to include an accounting policy addressing the factors
used to determine
your reportable segments. To the extent you have determined there is
only one operating
and reportable segment, revise to indicate as such. Refer to ASC
235-10-50-1 and ASC
280-10-50-21. Also, disclose revenue and long-lived assets attributed
to your country of
domicile and to all foreign countries in total. If revenue from
external customers attributed
to an individual country are material, such amounts should be
separately disclosed. In this
regard, we note you have clients in both the U.S. and Canada.
Alternatively, state that it is
impracticable to provide such geographic information. Refer to ASC
280-10-50-41.
Concentrations of Credit Risk, page F-44
32. You state on page 200 that no single client accounted for more than
11% of your revenue
for the year ended December 31, 2020 or the nine months ended
September 30, 2021.
Please tell us whether any client accounted for 10% or more of your
revenue or accounts
receivable in these periods and if so, revise to provide the
disclosures required under ASC
280-10-50-42 and/or ASC 275-10-50-18, as appropriate.
Note 9. Income Taxes, page F-48
33. You disclose that your income tax rate computed at the statutory
federal rate of 21%
differs from your effective tax rate primarily due to permanent items,
state taxes and the
change in the deferred tax asset valuation allowance. Please revise to
include a
reconciliation, using percentages or dollar amounts, of the reported
amount of income tax
expense attributable to continuing operations to the amount of income
tax expense that
would result from applying domestic federal statutory tax rates to
pretax income from
continuing operations. Refer to ASC 740-10-50-12.
Note 11. Subsequent Events, page F-49
34. You state that you have considered subsequent events through September
30, 2021.
Please revise to disclose whether this was the date the financial
statements were issued or
available to be issued. Similar revisions should be made to your
disclosure on page F-62.
Refer to ASC 855-10-50-1(b).
SpringBig, Inc. Unaudited Financial Statements
Consolidated Balance Sheets, page F-50
35. Please revise to label your interim financial statements as
unaudited where appropriate.
Note 4. Business Combination, page F-59
36. You state here that the fair value of consideration paid in connection
with the acquisition
of Beaches Development Group LTD was $205,298, which consisted of
180,972 shares of
Albert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 8
your common stock and $155,000 of cash. However, your disclosures on page
F-49
indicate that the total consideration for this transaction was
$1,356,250. Please explain
this apparent inconsistency and revise your disclosures as necessary.
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
January 21, 2022 Page 8
cc: Leonard Kreynin, Esq.
FirstName LastName