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United States securities and exchange commission logo
April 27, 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. 2 to
Registration Statement on Form S-4
Filed April 14,
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 April
1, 2022 letter.
Amendment No. 2 to Form S-4 filed April 15, 2022
Questions and Answers About the Transaction Proposals for Tuatara
Shareholders
Do I Have Redemption Rights?, page 22
1. We note on page 151 you
discuss the uncertainty of the tax consequences upon non-
redeeming public
shareholders receiving Additional Shares issued by Tuatara on a pro-
rata basis for up to 1
million shares of common stock. Please add a Q&A that discusses
this uncertainty and
the risk that non-redeeming public shareholders may be subject to
tax upon the receipt of
such shares. In addition, we note that you intend to treat the
receipt of Additional
Shares by non-redeeming public shareholders as a non-taxable stock
dividend even if the
domestication proposal is not adopted. In light of your intention,
please include an
opinion of tax counsel supporting such position.
Albert Foreman
Tuatara Capital Acquisition Corporation
April 27, 2022
Page 2
If I am a warrant holder, can I exercise redemption rights with respect to my
warrants?, page 26
2. We note your response to prior comment 1 and reissue it. Tuatara's
current common stock
price is very near the $10 redemption price that could trigger the
$0.10 per warrant
redemption value, at a time when the public warrants trading price
greatly exceeds the
warrant redemption value by over 300%. Clarify that public warrant
holders may be
at significant risk of devaluation related to their warrants giving
the current market prices
and conditions should they not sell their public warrants on the open
market prior to the
redemption of such warrants.
Accounting Treatment, page 49
3. We note that per the terms of the amended and restated merger
agreement Tuatara
shareholders will own a majority of the New SpringBig common shares
under the no
redemption scenario. In light of this change, please provide us with
an updated analysis as
to how you determined that SpringBig is the accounting acquirer under
the no redemption
scenario. In your response, also explain further your response to
comment 5 in your
February 10, 2022 letter where you indicated that SpringBig's
directors will represent a
majority of the non-independent directors of the new board. Clarify
how this factored into
your analysis considering SpringBig will have only 3 of the 7 board
seats following the
merger and as it appears that Tuatara's Class B shareholders will be
approving the election
of the independent directors. Refer to ASC 805-10-55-12.
Background of the Business Combination, page 114
4. We note that there were several items that changed in the most recent
amended and
restated merger agreement, such as a reduced enterprise value for
SpringBig, reduced
consideration to be paid to SpingBig equity holders, forfeiture of up
to 1 million shares of
common stock by the SPAC sponsor, and non-redeeming public
shareholders receiving a
pro-rata share of 1 million of common stock upon the close of the
business combination.
Please provide greater details as to why and how these changes came
about. For example,
you reference "changing general economic and market conditions" on
page 120 and later
the use of an updated benchmarking analysis by your board. Please
provide more details
of the economic and market conditions that prompted further
negotiations of the terms of
the merger and change valuations. Further, please clarify whether the
financial
projections provided by the management of SpringBig were revised or
updated to account
for any recent trends, events or uncertainties.
Business of SpringBig, page 202
FirstName LastNameAlbert Foreman
5. You state in your response to prior comment 4 that your clients
frequently upgrade soon
Comapany
afterNameTuatara Capital
becoming client. Acquisition
Please Corporation
explain further to us, and revise your
disclosure here, to
describe
April 27, the type
2022 Page 2 of upgrades being made to your subscription agreements.
FirstName LastName
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
April NameTuatara Capital Acquisition Corporation
27, 2022
April 327, 2022 Page 3
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Other Key Operating Metrics, page 219
6. You state in your revised disclosures to comment 4 that net revenue
retention
rate indicates expansion and growth within the business without
relying on new clients.
However, the calculation provided in your response begins with the
average of the
opening quarterly MRR for the 12-month period and each quarter appears
to include new
clients obtained in the prior quarter. So it remains unclear why you
believe this measure
reflects the retention and growth for only your existing customers and
how you
determined that this measure does not also reflect revenue growth from
new customers
during the 12-month period. In addition, the opening balances used in
your calculation
include the net activity from existing client, which you then include
again in calculating
the trailing 12-month net dollar retention rate. So it appears that
these adjustments are
reflected twice in your calculations. Please explain further and
revise your disclosures as
necessary to ensure that your disclosures adequately support the
calculations provided in
your response and clearly address how this is a retention measure.
7. We note from your response to prior comment 6 that excess use revenue
ranged from 26%
- 37% throughout fiscal 2020 and 2021. As the percentage of excess
usage revenue may
vary at each period end for which you are providing comparable metric
data, please revise
to disclose the percentage of excess usage revenue to total revenue
for each period in
which you provide this metric rather than refer to the historical
amount of "approximately
30%."
Results of Operations, page 221
8. We note your revised disclosures in response to prior comment 5 where
you attribute the
decrease in the net revenue retention rate from fiscal 2020 to fiscal
2021 to the high level
of client upgrades in fiscal 2020. However, it appears from the
calculations provided in
response to comment 6 that client upgrades were also strong in fiscal
2021, but
were offset by an increase in lost clients. Please revise to further
explain the decrease in
your net revenue retention rate for each period presented and clarify
how lost clients
impacted such measure.
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
April NameTuatara Capital Acquisition Corporation
27, 2022
April 427, 2022 Page 4
Page
FirstName LastName
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 Larry Spirgel, Office Chief, at 202-551-3815 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Leonard Kreynin, Esq.