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United States securities and exchange commission logo
April 1, 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. 1 to
Registration Statement on Form S-4
Filed March 17,
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 March
4, 2022 letter.
Amendment No. 1 to Form S-4 filed March 17, 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 26
1. We note your response
to prior comment 1 regarding your post-business combination
redemption rights for
the public warrants. Please clarify that if your common stock price
exceeds $10 per share
30 days after the business combination, you may redeem the public
warrants for $0.10.
Further clarify that the market value of the public warrants may
greatly exceed either
the redemption price or the cashless exercise price of the warrants,
thus warrant holders
may not realize the current market value of the public warrants.
Please consider adding
a risk factor to address this issue.
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
April NameTuatara Capital Acquisition Corporation
1, 2022
April 21, 2022 Page 2
Page
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 172
2. Please revise your discussion of the $13.1 million in subscription
agreements, which you
state will close immediately prior to closing, to clarify that $7.0
million of convertible
notes included in such subscription has already been funded on
February 25, 2022.
3. We note your revised maximum redemption scenario assumes that the
shareholders
approve Proposal No. 10. Please revise to clarify that the maximum
redemption
scenario assumes that Tuatara's Articles of Incorporation are amended
such that they will
not be required to have at least $5,000,001 in net tangible assets at
the time of the
transaction. Also, disclose what will happen if such Proposal is not
approved and include
a quantified discussion of how that might impact your pro forma
information, if material.
Business of SpringBig, page 196
4. We note your revised disclosures and response to prior comment 9 where
you state that
SpringBig compares the average recurring monthly revenue for all
customers as of the end
of the relevant period to the average recurring monthly revenue for
all customers as of the
comparable period, and you do not compare the same set of customers
across periods
when calculating your net revenue retention rate. Please address the
following:
Your disclosures continue to refer to comparing the average
recurring monthly
revenue during the prior twelve months divided by the average
recurring monthly
revenue over the same trailing twelve-month period. Explain how
this compares to
the references in your response to the "end of the relevant
period" and "as of the
comparable period."
Explain your reference to adjusting the average recurring monthly
revenue from retail
clients adjusted for losses, increases and decreases in monthly
subscriptions during
the prior twelve months.
Clarify whether this measure includes excess usage revenue and if
so, how such
revenues factor into your calculation.
Explain how this measure reflects your ability to retain customers
when you
do not compare the same set of customers across periods in
calculating the net
revenue retention rate. Clarify what this measure is intended to
represent and
consider revising the name, if necessary.
Explain to us the relevance of your revised disclosures regarding
the average net
revenue retention rate of 120% over the past two years,
particularly considering the
significant decrease in such measure from fiscal 2019 to fiscal
2020, or consider
removing this disclosure.
Provide us with a detailed example of how your retention rate was
determined for
both fiscal 2021 and 2020 and ensure that it is clear which
periods are being used to
determine the average monthly recurring revenue for both the end
of the relevant
period and the comparable period.
Revise your disclosure, as necessary, to address the questions
above and include a
Albert Foreman
Tuatara Capital Acquisition Corporation
April 1, 2022
Page 3
discussion of such calculation in your Key Operating and
Financial Metrics
disclosures.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
SpringBig
Factors Affecting Our Performance, page 208
5. Notwithstanding your response to our comment above, revise to include
an explanation of
the underlying reason(s) for the declining trend in your net revenue
retention rate over the
three year period presented. Refer to Item 303 of Regulation S-K and
SEC Release No.
33-10751.
Key Operating and Financial Metrics, page 210
6. We note your response to prior comment 9. Please provide us with the
percentage of total
revenue attributed to excess use revenue for each month in fiscal 2020
and 2021, as
previously requested.
Results of Operations
Comparison of Year Ended December 31, 2020 and 2021, page 214
7. We note you provide information regarding deals closed, average deal
size and annual
revenue in the analyst day presentation provided in the March 18, 2022
425 filing. You
also present new annual contract value closed by quarter. Please tell
us whether this
information relates to only new customer deals. If so, explain further
why you are unable
to provide a quantified discussion of revenue growth by new versus
existing customers.
8. Your disclosure attributes revenue growth in fiscal 2021 to the
addition of new retail
clients. Please tell us whether such growth can be further supported
by the addition of
new markets in which the sale of cannabis is now permitted and if so,
revise to quantify
the revenue growth attributable such markets. In this regard, we note
your risk factor
disclosure on page 51, which indicates that revenue growth may not be
sustainable going
forward due, in part, to the eventual decline in the number of new
major geographic
markets in which the sale of cannabis is permitted.
SpringBig, Inc. Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-46
9. Please explain further your disclosure where you state that each
customer is buying a
"license" to the platform to receive all the benefits of the platform.
In this regard, tell us
FirstName LastNameAlbert Foreman
whether your arrangements contain a license to intellectual property or
provide a service
Comapany NameTuatara
to your Capital
customer with Acquisition
access Corporation
to your platform and revise your
disclosures as necessary to
clarify. Refer
April 1, 2022 Page 3 to ASC 606-10-55-54(a).
FirstName LastName
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
April NameTuatara Capital Acquisition Corporation
1, 2022
April 41, 2022 Page 4
Page
FirstName LastName
General
10. We note that TCAC entered into a second agreement with CF&CO whereby
CF&CO will
act as your financial advisor, placement agent and arranger in
connection with any
financing for the business combination in exchange for certain agreed
upon fees. Please
tell us whether you or CF&CO are currently in negotiations for, or
intend to enter into
any, additional financing(s) other than those already disclosed. If
so, please revise to
include a discussion of such financing(s), including the current
status of any negotiations
and tell us your consideration to include the impact of such
transactions in your pro forma
financial statements.
11. Where appropriate, including the cover page, the Q&A and summary
sections, please
clarify that the business combination is not conditioned upon the
approval of the Articles
Amendment Proposal. The added disclosure should make clear that if the
proposal is
approved and substantially all of the non-affiliated public stock is
redeemed, the public
float of the company may be too small to sustain a liquid public
market for the company's
common stock, and if the proposal is not approved, significant
redemptions could result in
the business combination not being consummated.
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,
Division of
Corporation Finance
Office of
Technology
cc: Leonard Kreynin, Esq.