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United States securities and exchange commission logo
July 21, 2022
Jeffrey Harris
Chief Executive Officer
SpringBig Holdings, Inc.
621 NW 53rd Street, Suite 260
Boca Raton, FL 33487
Re: SpringBig Holdings,
Inc.
Registration
Statement on Form S-1
Filed July 15, 2022
File No. 333-266138
Dear Mr. Harris:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholder paid for
such securities.
2. Disclose the exercise
price of the warrants compared to the market price of the underlying
securities. If the
warrants are out the money, please disclose the likelihood that warrant
holders will not
exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds
associated with the
exercises of the warrants are dependent on the stock price. As
applicable, describe
the impact on your liquidity and update the discussion on the ability
of your company to fund
your operations on a prospective basis with your current cash on
hand.
Jeffrey Harris
FirstName LastNameJeffrey Harris
SpringBig Holdings, Inc.
Comapany
July NameSpringBig Holdings, Inc.
21, 2022
July 21,
Page 2 2022 Page 2
FirstName LastName
3. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. We also note that most
of the shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the common stock. Highlight the
significant negative
impact sales of shares on this registration statement could have on
the public trading price
of the common stock.
Risk Factors
The Notes and related agreements..., page 32
4. Revise to specify each of the material restrictive covenants that may
impose significant
operating and financial restrictions on the company as a result of the
L1 Financing.
Risks Related to our Securities and Certain Tax Matters, page 41
5. Revise to provide disclosure about the potential sales in the public
market by L1 Capital
that may occur pursuant to your resale registration statement
initially filed on July 1. For
example, address how such sales, when combined with the potential
sales pursuant to this
registration statement, could materially affect the trading price of
your common shares.
The securities being offered in this prospectus..., page 42
6. Please disclose that even though the current trading price is
significantly below the SPAC
IPO price, certain selling securityholders may have an incentive to
sell given that they
purchased their shares at a significantly lower price than the public
investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 58
7. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
shares, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital. Additionally, address how the restrictive
covenants resulting
from the L1 Financing would affect or prohibit the company from
raising additional
capital.
8. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that institutional investors that are beneficial
owners of over 50% of
your outstanding shares, collectively, will be able to sell all of
their shares for so long as
the registration statement of which this prospectus forms a part is
available for use.
Jeffrey Harris
SpringBig Holdings, Inc.
July 21, 2022
Page 3
General
9. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in the
current trading
price, the prices that the selling securityholders acquired their shares
and warrants, and the
price that the public securityholders acquired their shares and
warrants. Disclose that
while the selling securityholders may experience a positive rate of
return based on the
current trading price, the public securityholders may not experience a
similar rate of return
on the securities they purchased due to differences in the purchase
prices and the current
trading price. Please also disclose the potential profit the selling
securityholders will earn
based on the current trading price. Lastly, please include appropriate
risk factor
disclosure.
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 Rule 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.
You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in
his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions. If you
require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
FirstName LastNameJeffrey Harris
Division of
Corporation Finance
Comapany NameSpringBig Holdings, Inc.
Office of
Technology
July 21, 2022 Page 3
cc: Sarah M. Hesse
FirstName LastName