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