0000950103-22-011667.txt : 20220629 0000950103-22-011667.hdr.sgml : 20220629 20220629195925 ACCESSION NUMBER: 0000950103-22-011667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220614 FILED AS OF DATE: 20220629 DATE AS OF CHANGE: 20220629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tuatara Capital Fund II, L.P. CENTRAL INDEX KEY: 0001766083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1219 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40049 FILM NUMBER: 221056161 BUSINESS ADDRESS: STREET 1: 12 EAST 44TH STREET STREET 2: 8FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 917-460-7527 MAIL ADDRESS: STREET 1: 12 EAST 44TH STREET STREET 2: 8FL CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCAC Sponsor, LLC CENTRAL INDEX KEY: 0001844632 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40049 FILM NUMBER: 221056162 BUSINESS ADDRESS: STREET 1: TUATARA CAPITAL, L.P. STREET 2: 655 THIRD AVENUE, 8TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 917-460-7522 MAIL ADDRESS: STREET 1: TUATARA CAPITAL, L.P. STREET 2: 655 THIRD AVENUE, 8TH FL CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SpringBig Holdings, Inc. CENTRAL INDEX KEY: 0001801602 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 882789488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 621 NW 53RD ST STREET 2: SUITE 260 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: (800) 772-9172 MAIL ADDRESS: STREET 1: 621 NW 53RD ST STREET 2: SUITE 260 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: Tuatara Capital Acquisition Corp DATE OF NAME CHANGE: 20200130 4 1 dp175933_4-tcac.xml FORM 4 X0306 4 2022-06-14 0 0001801602 SpringBig Holdings, Inc. SBIG 0001844632 TCAC Sponsor, LLC 655 THIRD AVENUE, 8TH FL NEW YORK NY 10017 0 0 1 0 0001766083 Tuatara Capital Fund II, L.P. 655 THIRD AVENUE, 8TH FL NEW YORK NY 10017 0 0 1 0 Common Stock 2022-06-14 4 M 0 4870000 0 A 4870000 D Common Stock 2022-06-14 4 J 0 1000000 0 D 3870000 D Common Stock 2022-06-14 4 P 0 600000 10.00 A 600000 D Class B ordinary shares 2022-06-14 4 C 0 4870000 D Class A Common Stock 4870000 0 D Warrants 11.50 2022-06-14 4 P 0 6000000 1.00 A 2022-07-14 2027-06-14 Class A Common Stock 6000000 6000000 D Each Class B ordinary share, par value $0.0001, of the Issuer that was held by the reporting person, TCAC Sponsor, LLC (the "Sponsor"), automatically converted into one share of common stock, par value $0.0001, of the Issuer at the closing of the Issuer's initial business combination on June 14, 2022 (the "Business Combination"). The Class B ordinary shares had no expiration date. The Sponsor is the record owner of these shares. The number of shares reported takes into account a previous transfer by the Sponsor of 40,000 Class B ordinary shares to a former director, Michael Finkelman, on August 21, 2021, in connection with his appointment to the Issuer's board of directors. In connection with the Business Combination, following the conversion of Class B ordinary shares into common stock, 1,000,000 shares of common stock were forfeited by the Sponsor. 974,000 of these shares have been deposited into escrow in connection with the closing of the Business Combination, subject to release to the Sponsor if the closing price of the Issuer's common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing of the Business Combination and no later than 60 months following the closing of the Business Combination. Tuatara Capital Fund II, L.P ("Fund II") is the record owner of these shares. Fund II is the sole member of the Sponsor. Fund II is controlled by a board of managers comprised of three individuals - Albert Foreman, Mark Zittman and Marc Riiska. Any action by the Sponsor with respect to shares of the Issuer, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers of Fund II. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of Fund II's managers, none of the managers is deemed to be a beneficial owner of the Issuer's securities, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of these shares. Represents warrants converted in connection with the Business Combination and which may be exercised for shares of common stock at a price of $11.50 per share. The warrants were purchased as private placement warrants for $1.00 per share. The Sponsor is the record owner of these warrants. The warrants become exercisable thirty days after the Business Combination. TCAC Sponsor, LLC, By: Al Foreman, as authorized signatory 2022-06-28 Tuatara Capital Fund II, L.P., By: Al Foreman, as authorized signatory 2022-06-28