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United States securities and exchange commission logo
July 14, 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 1, 2022
File No. 333-266010
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. 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.
14, 2022
July 14,
Page 2 2022 Page 2
FirstName LastName
Risk Factors
Sales of our Common Shares..., page 11
3. To illustrate the risk of the negative pressure potential sales of
shares pursuant to this
registration statement could have on the public trading price of the
common shares,
disclose the purchase price of the securities being registered for
resale and the percentage
that these shares currently represent of the total number of shares
outstanding. Also
disclose that even though the current trading price is significantly
below the SPAC IPO
price, the private investors have an incentive to sell because they
will still profit on sales
because of the lower price that they purchased their securities than
the public investors.
The Notes and related agreements restrict our ability to obtain additional debt
and equity
financing..., page 11
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.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 45
5. 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.
General
6. Revise your prospectus to disclose the price that the selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the selling securityholder acquired its shares
and warrants, and the
price that the public securityholders acquired their shares and
warrants. To the extent
applicable, disclose that while the selling securityholder 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
securityholder will earn based on the current trading price. Lastly,
please include
appropriate risk factor disclosure.
Jeffrey Harris
FirstName LastNameJeffrey Harris
SpringBig Holdings, Inc.
Comapany
July NameSpringBig Holdings, Inc.
14, 2022
July 14,
Page 3 2022 Page 3
FirstName LastName
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,
Division of
Corporation Finance
Office of
Technology
cc: Sarah M. Hesse, Esq.