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United States securities and exchange commission logo
May 12, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re: Tuatara Capital
Acquisition Corporation
Amendment No. 4 to
Registration Statement on Form S-4
Filed May 11, 2022
File No. 333-262628
Dear Mr. Foreman:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our May
10, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4
Questions and Answers About the Transaction Proposals for Tuatara
Shareholders
Why is Tuatara proposing the Notes and Warrants Proposal?, page 20
1. We note your response
to prior comment 3 regarding your Convertible Notes Financing's
restrictive covenants.
You reference that these restrictive covenants may be waived by the
noteholder. While you
disclose that you currently only have one Notes subscriber, you
are soliciting further
investors for your convertible notes. Please clarify whether all
noteholders must waive
any restrictive covenant and if so, your risk factor on page 73
should address the
difficulty to obtain such a waiver should there be many noteholders for
your Convertible Notes
Financing.
Albert Foreman
Tuatara Capital Acquisition Corporation
May 12, 2022
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 192
2. We note your revised disclosures in response to prior comment 6 where you
state that the
pro forma financial statements do not give effect to the Cantor Equity
Financing. While
the merger is not contingent upon this Agreement, it appears to have been
entered into in
anticipation of the merger. As such, please revise the pro forma
footnotes to include a
discussion of the Cantor Equity Financing and the potential impact,
including any dilutive
effect, should New SpringBig exercise their rights under such Agreement.
Refer to
Article 11-01(a)(8) of Regulation S-X.
You may contact David 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 Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
FirstName LastNameAlbert Foreman
Division of Corporation
Finance
Comapany NameTuatara Capital Acquisition Corporation
Office of Technology
May 12, 2022 Page 2
cc: Leonard Kreynin, Esq.
FirstName LastName