Filed pursuant to Rule 424(b)(3) Registration No. 333-266010
PROSPECTUS SUPPLEMENT No. 6
(to Prospectus dated August 12, 2022)
SPRINGBIG HOLDINGS, INC.
4,510,940 Common Shares
This prospectus supplement updates and supplements the prospectus dated August 12, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-266010). This prospectus supplement is being filed to update and supplement the information in the Prospectus with information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This Prospectus and prospectus supplement relate to the resale, from time to time, by the selling stockholder named herein (the “Selling Stockholder”) of (i) an aggregate of up to 2,750,000 shares of our common stock, par value $0.0001 per share (“Common Shares”), reserved for issuance upon the conversion of a convertible promissory note of SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation), a Delaware corporation (the “Company”) currently held by the Selling Stockholder (the “Conversion Shares”), and (ii) an aggregate of up to 1,760,940 Common Shares reserved for issuance upon exercise of warrants issued by the Company to the Selling Stockholder and warrants that may hereafter be issued by the Company to the Selling Stockholder (the “Warrant Shares”).
The Conversion Shares include 916,667 shares issuable upon conversion of an $11,000,000 principal amount convertible promissory note at the original conversion price of $12.00 per share, plus an additional 1,833,333 shares reserved for potential issuance in the event of default or dilution adjustments or repayment of the notes by the Company in shares at prevailing market prices. The Warrant Shares include 586,980 Common Shares issuable upon exercise of the warrants issued on the First Tranche Closing (defined below), and 1,173,960 additional shares reserved for potential issuance in the event of possible future default or dilution adjustments, at prevailing market prices. To the extent that Common Shares and/or Warrant Shares are issued by the Company under the terms of such notes and warrants, substantial amounts of Common Shares could be issued and resold, which would cause dilution and may impact the Company’s stock price. See “Risk Factors” and “L1 Capital Financing” for additional information.
The Company issued the note to the Selling Stockholder for $10,000,000 in total cash consideration and the warrants for no additional consideration. The Conversion Shares are issuable at an original conversion price of $12.00 per share based on the
$11,000,000 principal amount of the note but represent a value of $10.90 per share based on the 916,667 shares issuable upon the conversion of the note for the $10,000,000 in cash consideration paid to the Company. While the warrants were issued for no additional consideration, they have a $12.00 exercise price, which is subject to anti-dilution adjustments and the issuance of shares under the notes are subject to adjustments for dilution and in the event of default.
We are not selling any securities under this Prospectus and will not receive any of the proceeds from the sale of our Common Shares by the Selling Stockholder. However, we may receive proceeds from the cash exercise of the warrants, which, if exercised in cash at the current $12.00 exercise price with respect to 1,760,940 shares of common stock, would result in gross proceeds to us of approximately $21,131,280, assuming the exercise in full of all of the warrants. There is no assurance that the Selling Stockholder will elect to exercise any or all of such warrants and, accordingly, no assurance that we will receive any proceeds from the exercise of the warrants. We believe the likelihood that the Selling Stockholder will exercise the warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Shares, which is currently below the $12.00 exercise price. If the trading price for our Common Shares is less than $12.00 per share (or the adjusted exercise price in the event of dilutive issuances), we believe the Selling Stockholder will be unlikely to exercise their warrants.
On June 14, 2022, we consummated the business combination in connection with that certain amended and restated agreement and plan of merger, dated as of April 14, 2022 (as amended by that certain amendment no. 1 dated May 4, 2022, the “merger agreement”), by and among Tuatara Capital Acquisition Corporation (“TCAC” or
“Tuatara”), HighJump Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Tuatara (“Merger Sub”), and SpringBig, Inc., a Delaware corporation (“Legacy SpringBig”). Pursuant to the merger agreement, at the closing of the business combination, among other things, Merger Sub merged with and into Legacy SpringBig (the “Merger”), with Legacy SpringBig being the surviving entity of the Merger and Legacy SpringBig’s shareholders receiving Common Shares in exchange for their equity securities of Legacy SpringBig. In connection with the closing, the Company changed its name from “Tuatara Capital Acquisition Corporation” to “SpringBig Holdings, Inc.” As a result of the business combination and other actions taken in connection with the closing of the business combination, Legacy SpringBig became a wholly-owned subsidiary of the Company, with the securityholders of Legacy SpringBig becoming securityholders of the Company. See “Summary of the Prospectus—Background and Recent Developments”.
We are registering the resale of shares of Common Stock as required by the Registration Rights Agreement, dated as of June 14, 2022 (the “Registration Rights Agreement”), by and among the Company and the Selling Stockholder.
We will pay the expenses of registering the shares of common stock offered by this Prospectus, but all selling and other expenses incurred by the Selling Stockholder will be paid by the Selling Stockholder. The Selling Stockholder may sell our Common Shares offered by this Prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this Prospectus under “Plan of Distribution.” The prices at which the Selling Stockholder may sell shares will be determined by the prevailing market price for our common stock or in negotiated transactions.
You should read this Prospectus, this prospectus supplement and any additional prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock is traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “SBIG”. On March 9, 2023, the last reported sale price of our Common Stock on Nasdaq was $0.82 per share.
We are an “emerging growth company” under the federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 12 of the Prospectus, and under similar headings in any amendment or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is March 10, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2023
SPRINGBIG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(I.R.S Employer Identification No.)|
|621 NW 53rd Street|
|(Address of principal executive offices)||(zip code)|
Registrant’s telephone number, including area code: (800) 972-9172
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Class A common stock, par value $0.0001 per share||SBIG||The Nasdaq Global Market|
|Warrants, each exercisable for one share of Common Stock, exercise price of $11.50 per share||SBIGW||The Nasdaq Global Market|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|Large accelerated filer|
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On March 9, 2023, SpringBig Holdings, Inc. announced its financial results for the year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
The information in Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SPRINGBIG HOLDINGS, INC.
By: /s/ Jeffrey Harris
Name: Jeffrey Harris
Title: Chief Executive Officer
March 9, 2023
springbig Reports Fourth Quarter and Full Year 2022 Financial Results
Boca Raton, Fla. -- March 9, 2023 -- SpringBig Holdings, Inc. (“springbig” or the “Company”) (NASDAQ: SBIG), a leading provider of SaaS-based marketing solutions, consumer mobile app experiences, and omnichannel loyalty programs to the cannabis industry, today announced its financial results for the fourth quarter and full year ended December 31, 2022.
Fourth Quarter 2022 Financial Highlights:
•Revenue* increased to $6.8 million, up 2% year-on-year
•Subscription revenue was up 33% year-on-year
•Net dollar retention rate was 105% for the twelve months ended December 31, 2022
•Gross profit was $5.3 million, representing a gross profit margin of 78%
•Net loss was $(4.5) million compared to a loss of $(2.5) million in the prior year
•Adjusted EBITDA** loss was $(3.2) million compared to a loss of $(2.1) million in the prior year
•Reduced ongoing operating expenses which will be realized throughout 2023
•Basic net loss per share was $(0.17)
•Cash and cash equivalents totaled $3.5 million as of December 31, 2022
Full Year 2022 Financial Highlights:
•Revenue* was $26.6 million, an increase of 14% from the prior year
•Subscription revenue was $20.4 million, a year-on-year increase of 38%; recurring subscription revenue now represents 77% of total revenue compared with 63% in the prior year
•Net loss was $(13.1) million compared to a loss of $(5.8) million in the prior year
•Adjusted EBITDA** loss was $(12.6) million compared to a loss of $(5.5) million in the prior year
•Basic net loss per share was $(0.59) based on 22.3 million weighted average shares outstanding. Total shares outstanding as of December 31, 2022 were 26.7 million.
“We are pleased with our fourth quarter results and performance. We closed the year with strong momentum and continue to deliver exceptional value to our customers across our broadening platform” said Jeffrey Harris, CEO and Chairman of springbig. “I’m excited by the opportunities ahead of us in 2023. We have a rich pipeline of new revenue generating initiatives and a strong, high-growth subscription revenue base. We ended the year with more than 3,000 retail locations utilizing the springbig platform and in the last year these clients generated more than $7.5 billion of GMV and distributed in excess of 2 billion messages using springbig.”
Paul Sykes, springbig’s CFO, added “While we seek to accelerate the top line, we are actively managing our business to deliver profitable growth and reaffirm our goal of reaching the milestone of EBITDA breakeven during this year. We are also committed to ensuring our balance sheet supports these growth objectives and are considering a potential supplemental capital raise.”
For the first quarter of 2023, springbig currently expects:
•Revenue in the range of $7.1 - $7.4 million, representing 17% growth at the midpoint.
•Adjusted EBITDA** loss in the range of $(1.4) - $(1.2) million.
For the year ending December 31, 2023, springbig currently expects:
•Revenue in the range of $31 - $34 million, representing 22% year-over-year growth at the midpoint.
•Adjusted EBITDA** loss in the range of $(3.0) - $(1.5) million, with positive EBITDA being reached during fiscal year 2023.
* Revenues in 2022 and prior year are revised to reflect a change in the treatment of credits issued to customers, which are included in revenues whereas previously these were in cost of revenue. This revision reduces revenues while leaving gross profit and net loss unchanged. Prior to this revision our 2022 revenue would have been $27.6 million, ahead of the mid-point of our 2022 guidance.
** Adjusted EBITDA is a non-GAAP (as defined below) financial measure. For more information, see “Use of Non-GAAP Financial Measures”. Additionally, reconciliations of GAAP to non-GAAP financial measures have been provided in the tables included in this release.
Adjusted EBITDA and EBITDA are non-GAAP financial measures provided in this “Financial Outlook” section on a forward-looking basis. The Company does not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of projecting event-driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.
Conference Call and Webcast Information
The Company will host a conference call and webcast today, Thursday, March 9, 2023, at 5:00 p.m. ET. Participants can register here to access the live webcast of the conference call. Alternatively, those who want to join the conference call via phone can register at this link to receive a dial-in number and unique PIN. The webcast will be archived for one year following the conference call and can be accessed on springbig’s investor relations website at https://investors.springbig.com/.
springbig is a market-leading software platform providing customer loyalty and marketing automation solutions to cannabis retailers and brands in the U.S. and Canada. springbig’s platform connects consumers with retailers and brands, primarily through SMS marketing, as well as emails, customer feedback system, and loyalty programs, to support retailers’ and brands’ customer engagement and retention. springbig offers marketing automation solutions that provide for consistency of customer communication, thereby driving customer retention and retail foot traffic. Additionally, springbig’s reporting and analytics offerings deliver valuable insights that clients utilize to better understand their customer base, purchasing habits and trends. For more information, visit https://springbig.com/.
Forward Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risks and uncertainties described under “Risk Factors” of the Company’s Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2022 filed with the SEC on August 18, 2022, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 that will be filed following this earnings release and other periodic reports filed by the Company from time to time with the SEC. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of springbig), and other assumptions, which may cause the actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.
Use of Non-GAAP Financial Measures
In addition to the results reported in accordance with accounting principles generally accepted in the United States (GAAP) included throughout this press release, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income before interest, taxes, depreciation and amortization, in the case of EBITDA, and further adjustments to exclude unusual and/or infrequent costs, in the case of Adjusted EBITDA, which are detailed in the
reconciliation table that follows, in order to provide investors with additional information regarding our financial results. Below we have provided a reconciliation of net loss (the most directly comparable GAAP financial measure) to EBITDA and Adjusted EBITDA.
We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. Management also believes that these measures provide improved comparability between fiscal periods.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and neither EBITDA nor Adjusted EBITDA reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
•EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us.
Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income and our other GAAP results. Also, these non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies.
Definition of Key Operating and Financial Metrics
Net dollar retention rate: The Company calculates its “net dollar retention rate” - also referred to as its “net revenue retention rate” - as the average recurring monthly subscription revenue adjusted for losses, increases and decreases in monthly subscriptions during the prior twelve months divided by the average recurring monthly subscription revenue over the prior, trailing twelve-month period. Net dollar retention rate (or “net revenue retention rate”) does not have a standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies, and further, investors should not consider it in isolation.
Investor Relations Contact
ICR Strategic Communications & Advisory
SPRINGBIG HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
| ||(In thousands except share data)|
|Cash and cash equivalents||$||3,546 ||$||2,227 |
|Accounts receivable, net ||2,889 ||3,045 |
|Contract assets ||333 ||364 |
|Prepaid expenses and other current assets||1,505 ||927 |
|Total current assets||8,273 ||6,563 |
|Operating lease asset||750 ||— |
|Property and equipment, net ||375 ||480 |
|Convertible note receivable||259 ||— |
|Total assets||$||9,657 ||$||7,043 |
|LIABILITIES AND STOCKHOLDERS’ EQUITY|
|Accounts payable||1,056 ||215 |
|Accrued expense and other current liabilities||2,554 ||1,919 |
|Current maturities of long-term debt||5,908 ||— |
|Deferred revenue||291 ||450 |
|Operating lease liability - current||465 ||— |
|Total current liabilities||10,274 ||2,584 |
|Notes payable||3,050 ||— |
|Operating lease liability - non-current||316 ||— |
|Warrant liabilities||338 ||— |
|Total liabilities||13,978 ||2,584 |
|Commitments and Contingencies |
|Common stock par value $0.0001 per share, 300,000,000 authorized at December 31, 2022; 26,659,711 issued and outstanding as of December 31, 2022; (par value $0.0001 per share, 22,764,527 authorized at December 31, 2021; 17,862,108 issued and outstanding as of December 31, 2021)||3 ||2 |
|Additional paid-in-capital||22,008 ||17,682 |
|Total stockholders’ equity||(4,321)||4,459 |
|Total liabilities and stockholders’ equity||$||9,657 ||$||7,043 |
SPRINGBIG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|Three Months Ended December 31,||Years Ended December 31,|
| ||(In thousands, except share and per share data)||(In thousands, except share and per share data)|
|Revenues||$||6,757 ||$||6,599 ||$||26,629 ||$||23,362 |
|Cost of revenues||1,480 ||1,619 ||6,701 ||6,267 |
|Gross profit||5,277 ||4,980 ||19,928 ||17,095 |
|Selling, servicing and marketing||3,229 ||3,192 ||12,333 ||10,185 |
|Technology and software development||2,995 ||3,663 ||11,353 ||8,410 |
|General and administrative||3,752 ||643 ||12,542 ||5,032 |
|Total operating expenses||9,976 ||7,498 ||36,228 ||23,627 |
|Loss from operations||(4,699)||(2,518)||(16,300)||(6,532)|
|Interest income||11 ||— ||18 ||3 |
|Interest expense||(317)||— ||(949)||— |
|Change in fair value of warrants||467 ||— ||4,158 ||— |
|Forgiveness of PPP loan||— ||— ||— ||781 |
|Loss before income tax||(4,538)||(2,518)||(13,073)||(5,748)|
|Income tax expense||(3)||(2)||(3)||(2)|
|Net loss per common share:|
|Basic and diluted||$||(0.17)||$||(0.14)||$||(0.59)||$||(0.32)|
|Weighted-average common shares outstanding|
|Basic and diluted||26,324,338 ||17,816,201 ||22,287,828 ||17,771,960 |
SPRINGBIG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|Years Ended December 31,|
|Cash flows from operating activities:|
|Adjustments to reconcile net loss to net cash used in operating activities:|
| Depreciation and amortization||259 ||173 |
| Discount amortization on convertible note||304 ||— |
| Stock-based compensation expense||1,226 ||595 |
|Operating lease right of use asset amortization||318 ||— |
|Bad debt expense||1,474 ||216 |
|Forgiveness of PPP Loan||— ||(781)|
|Accrued interest on convertible notes||26 ||— |
|Change in fair value of warrants||(4,158)||— |
|Changes in operating assets and liabilities:|
| Accounts receivable||(1,317)||(2,119)|
| Prepaid expenses and other current assets||(578)||(740)|
| Contract assets||31||(98)|
|Accounts payable and other liabilities||1,450 ||704 |
|Operating lease liabilities||(318)||— |
| Related party payable||— ||(51)|
| Related party receivable||— ||77 |
| Deferred revenue ||(159)||(110)|
|Net cash used in operating activities||$||(14,518)||$||(7,884)|
|Cash flows from investing activities:|
| Business combination, net of cash acquired||— ||(122)|
| Purchase of convertible note||(259)||— |
| Purchases of property and equipment||(154)||(252)|
|Net cash used in investing activities||$||(413)||$||(374)|
|Cash flows from financing activities:|
|Business combination, net of issuing cost||10,110 ||— |
|Proceeds from convertible notes||7,000 ||— |
|Repayment of convertible notes||(1,000)||— |
| Proceeds from exercise of stock options||140 ||38 |
|Net cash provided by financing activities||$||16,250 ||$||38 |
|Net increase (decrease) in cash and cash equivalents||1,319 ||(8,220)|
|Cash and cash equivalents at beginning of period||2,227 ||10,447 |
|Cash and cash equivalents at end of period||$||3,546 ||$||2,227 |
|Supplemental cash flows disclosures|
|Income taxes paid||2 ||— |
|Interest paid||330 ||— |
|Supplemental disclosure of non‑cash activities|
|Conversion of 15% convertible note and interest into common stock||7,305 ||— |
|Warrant assumed in business combination at estimate fair value||4,496 ||— |
|Conversion of convertible note into common stock||200 ||— |
|Issue of common stock for business combination||— ||50 |
|Indemnity holdback for business combination||— ||23 |
SPRINGBIG HOLDINGS, INC.
RECONCILIATION OF NET LOSS TO NON-GAAP EBITDA AND ADJUSTED EBITDA
|Three Months Ended||Years Ended December 31,|
|Interest income||(11)||— ||(18)||(3)|
|Interest expense||317 ||— ||949 ||— |
|Income tax expense||3 ||2 ||3 ||2 |
|Depreciation expense||69 ||111 ||259 ||173 |
|Stock based compensation||— ||180 ||1,226 ||595 |
|PPP loan forgiveness||— ||— ||— ||(781)|
|Bad debt expense||1,194 ||126 ||1,474 ||216 |
|Severance payments||188 ||— ||188 ||— |
|Business combination related bonus||— ||— ||550 ||— |
|Change in fair value of warrants||(467)||— ||(4,158)||— |