UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~March 31,~~September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40049

TUATARA CAPITAL ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

655 Third Avenue, 8th Floor

New York, New York 10017

(Address of principal executive offices)

(~~917)~~(917) 460-7522

(Issuer’s telephone number)

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 ordinary shares, par value $0.0001 per share	TCAC	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TCACW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	TCACU	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~June 3,~~November 12, 2021, there were 20,000,000 Class A ordinary shares, $0.0001 par value and 5,000,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TUATARA CAPITAL ACQUISITION CORPORATION

FORM 10-Q FOR THE ~~QUARTER~~THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2021

TABLE OF CONTENTS

		Page
Part I. Financial Information
	Item 1. Interim Financial Statements
		Condensed Balance Sheets as of ~~March 31,~~September 30, 2021 (unaudited) and December 31, 2020	1
		Unaudited Condensed Statements of Operations for the three and nine months ended ~~March 31,~~September 30, 2021, for the three months ended September 30, 2020, and for the period from January 24, 2020 (inception) through September 30, 2020	2
	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for three and nine months ended September 30, 2021 and for the period from January 24, 2020 (inception) through ~~March 31,~~September 30, 2020 ~~(unaudited)~~	2 3
		Unaudited Condensed Statements of ~~Changes in Shareholders’ Equity~~Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and for the period from January 24, 2020 (inception) through ~~March 31,~~September 30, 2020 ~~(unaudited)~~	3
		~~Condensed Statements of Cash Flows for the three months ended March 31, 2021 and for the period from January 24, 2020 (inception) through March 31, 2020 (unaudited)~~	4
		Unaudited Notes to Condensed Financial Statements ~~(unaudited)~~	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	1819
	Item 4. Controls and Procedures	1819
Part II. Other Information
	Item 1. Legal Proceedings	1920
	Item 1A. Risk Factors	1920
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1920
	Item 3. Defaults Upon Senior Securities	19 20
	Item 4. Mine Safety Disclosures	19 20
	Item 5. Other Information	19 20
	Item 6. Exhibits	2021
~~Part III.~~ Signatures		2122

~~Table of Contents~~

PART I - FINANCIAL INFORMATION

Item 1.

Interim Financial Statements.

TUATARA CAPITAL ACQUISITION CORPORATION

CONDENSED ~~CONDENSED~~ BALANCE SHEETS

	March 31, 2021			December 31, 2020			September 30, 2021			December 31, 2020
	(Unaudited)						(Unaudited)
ASSETS
Current assets
Cash	$	814,043		$	185,752		$	724,452		$	185,752
Prepaid expenses		495,423			—			343,132			0
Total Current Assets		1,309,466			185,752			1,067,584			185,752

Deferred offering costs		—			417,083			0			417,083
Cash and marketable securities held in Trust Account		200,005,788			—
Investments held in Trust Account								200,032,532			0
TOTAL ASSETS	$	201,315,254		$	602,835		$	201,100,116		$	602,835

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	43,964		$	—		$	238,037		$	0
Accrued offering costs		108,000			332,899			108,000			332,899
Promissory note – related party		—			250,000			0			250,000
Total Current Liabilities		151,964			582,899			346,037			582,899

Warrant liability		21,120,000			—
Warrant Liabilities								9,760,000			0
Deferred underwriting fee payable		7,000,000			—			7,000,000			0
Total Liabilities		28,271,964			582,899			17,106,037			582,899

Commitments and Contingencies								0			0

Class A ordinary shares subject to possible redemption 16,804,328 and no shares at $10.00 per share at March 31, 2021 and December 31, 2020, respectively		168,043,280			—
Class A ordinary shares subject to possible redemption 20,000,000 and 0 shares at $10.00 per share at September 30, 2021 and December 31, 2020, respectively								200,000,000			0

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,195,672 and no shares issued and outstanding (excluding 16,804,328 and no shares subject to possible redemption) at March 31, 2021and December 31, 2020, respectively		320			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 and 5,031,250 (1) shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		500			503
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding								0			0
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized -0- shares issued and outstanding at September 30, 2021 and December 31, 2020								0			0
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 and 5,031,250 ⁽¹⁾ shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively								500			503
Additional paid-in capital		7,067,430			24,497			0			24,497
Accumulated deficit		(2,068,240	)		(5,064	)		(16,011,327	)		(5,064	)
Total Shareholders’ Equity		5,000,010			19,936
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	201,315,254		$	602,835
Total Shareholders’ Equity (Deficit)								(16,010,827	)		19,936
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT							$	201,100,116		$	602,835

(1)	Includes up to 31,250 shares of Class B common stock subject to forfeiture as a result of the underwriter’s election to partially exercise its over-allotment option underwriters (see Note 5).

The accompanying notes are an integral part of the unaudited condensed financial statements.

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TUATARA CAPITAL ACQUISITION CORPORATION

CONDENSED ~~CONDENSED~~ STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months
Ended
March 31,

For the
Period from
January 24, 2020
(Inception)
Through
March 31,

2021 2020
Operating and formation costs $ 95,578 $ 5,025
Loss from operations (95,578 ) (5,025 )

Other expense:
Change in fair value of warrants (1,120,000 ) —
Transaction costs allocated to warrants (853,386 ) —
Interest earned on marketable securities held in Trust Account 5,788
—
Other expense (1,967,598 ) —

Net loss $ (2,063,176 ) $ (5,025 )

Weighted average shares outstanding, Class A redeemable ordinary shares 20,000,000 —

Basic and diluted net income per share, Class A redeemable ordinary shares $ 0.00 $ —

Weighted average shares outstanding, Class B non-redeemable ordinary shares 4,666,667 4,375,000

Basic and diluted net loss per share, Class B non-redeemable ordinary shares $ (0.44 ) $ (0.00 )

	Three Months Ended September 30,						Nine Months Ended September 30,			For the Period from January 24, 2020 (Inception) Through September 30,
	2021			2020			2021			2020

Operating and formation costs	$	276,553		$	8		$	536,439		$	5,056
Loss from operations		(276,553	)		(8	)		(536,439	)		(5,056	)

Other income (expense):
Change in fair value of warrants		8,640,000			0			10,240,000			0
Transaction costs allocated to warrants		0			0			(853,386	)		0
Interest earned on investments held in Trust Account		14,169			0			32,532			0
Other income, net		8,654,169			0			9,419,146			0

Net income (loss)	$	8,377,616		$	(8	)	$	8,882,707		$	(5,056	)

Weighted average shares outstanding, Class A ordinary shares		20,000,000			0			16,483,516			0

Basic and diluted net income per share, Class A ordinary shares	$	0.34		$	0		$	0.42		$	0

Weighted average shares outstanding, Class B ordinary shares		5,000,000			4,375,000			4,890,110			4,375,000

Basic and diluted net income per share, Class B ordinary shares	$	0.34		$	0		$	0.42		$	0

The accompanying notes are an integral part of the unaudited condensed financial statements.

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TUATARA CAPITAL ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2021

	Class A Ordinary Shares						Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’			Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Equity			Shares			Amount			Capital			Deficit			Equity (Deficit)
Balance — January 1, 2021		—		$	—			5,031,250		$	503		$	24,497		$	(5,064	)	$	19,936			5,031,250		$	503		$	24,497		$	(5,064	)	$	19,936

Sale of 20,000,000 Units, net of underwriting discounts, offering costs and fair value of the Public Warrants		20,000,000			2,000			—			—			175,084,530			—			175,086,530

Forfeiture of Founder Shares		—			—			(31,250	)		(3	)		3			—			—			(31,250	)		(3	)		0			3			0

Class A ordinary shares subject to possible redemption		(16,804,328	)		(1,680	)		—			—			(168,041,600	)		—			(168,043,280	)
Accretion for Class A ordinary shares to redemption amount																							—			—			(24,497	)		(24,888,973	)		(24,913,470	)

Net loss		—			—			—			—			—			(2,063,176	)		(2,063,176	)		—			0			0			(2,063,176	)		(2,063,176	)

Balance – March 31, 2021		3,195,672		$	320			5,000,000		$	500		$	7,067,430		$	(2,068,240	)	$	5,000,010
Balance – March 31, 2021 (unaudited)																							5,000,000		$	500		$	0		$	(26,957,210	)	$	(26,956,710	)

Net income																							—			0			0			2,568,267			2,568,267
Balance – June 30, 2021 (unaudited)																							5,000,000		$	500		$	0		$	(24,388,943	)	$	(24,388,443	)

Net income																							—			0			0			8,377,616			8,377,616
Balance – September 30, 2021 (unaudited)																							5,000,000		$	500		$	0		$	(16,011,327	)	$	(16,010,827	)

FOR THE PERIOD FROM JANUARY 24, 2020 (INCEPTION) ~~TO MARCH 31,~~THROUGH SEPTEMBER 30, 2020

	Class B Ordinary Shares				Additional Paid		(Accumulated Deficit) / Retained			Total Shareholders’			Class B Ordinary Shares				Additional Paid		(Accumulated Deficit) / Retained			Total Shareholders’
	Shares		Amount		in Capital		Earnings			Equity			Shares		Amount		in Capital		Earnings			Equity
Balance – January 24, 2020 (inception)		—	$	—	$	—	$	—		$	—			0	$	0	$	0	$	0		$	0

Issuance of Class B ordinary shares to Sponsor		5,750,000		575		24,425		—			25,000			5,031,250		503		24,497		0			25,000

Net loss		—		—		—		(5,025	)		(5,025	)		—		0		0		(5,025	)		(5,025	)

Balance – March 31, 2020		5,750,000	$	575	$	24,425	$	(5,025	)	$	19,975
Balance – March 31, 2020 (unaudited)														5,031,250	$	503	$	24,497	$	(5,025	)	$	19,975

Net loss														—		0		0		(23	)		(23	)

Balance – June 30, 2020 (unaudited)														5,031,250	$	503	$	24,497	$	(5,048	)	$	19,952

Net loss														—		0		0		(8	)		(8	)

Balance – September 30, 2020 (unaudited)														5,031,250	$	503	$	24,497	$	(5,056	)		19,944

The accompanying notes are an integral part of the unaudited condensed financial statements.

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TUATARA CAPITAL ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,			For the Period from January 24, 2020 (Inception) Through March 31,			Nine Months Ended September 30,			For the Period from January 24, 2020 (Inception) Through September 30,
	2021			2020			2021			2020
Cash Flows from Operating Activities:
Net loss	$	(2,063,176	)	$	(5,025	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through promissory note by sponsor		—			5,000
Net income (loss)							$	8,882,707		$	(5,056	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation cost paid by Sponsor in exchange for issuance of founder shares								0			5,000
Interest earned on marketable securities held in Trust Account		(5,788	)		—			(32,532	)		0
Change in fair value of warrants		1,120,000			—			(10,240,000	)		0
Transaction costs allocated to warrants		853,386			—			853,386			0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(495,423	)		—			(343,132	)		0
Accounts payable and accrued expenses		43,964			—			242,943			0
Net cash used in operating activities		(547,037	)		(25	)		(636,628	)		(56	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(200,000,000	)		—			(200,000,000	)		0
Net cash used in investing activities		(200,000,000	)		—			(200,000,000	)		0

Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		—			25,000			196,000,000			25,000
Proceeds from sale of Units, net of underwriting discounts paid		196,000,000			—
Proceeds from sale of Private Placements Warrants		6,000,000			—			6,000,000			0
Proceeds from promissory note – related party		—			210,000			0			210,000
Repayment of promissory note – related party		(250,000	)		—			(250,000	)		0
Payment of offering costs		(574,672	)		(18,025	)		(574,672	)		(38,904	)
Net cash provided by financing activities		201,175,328			216,975			201,175,328			196,096

Net Change in Cash		628,291			216,950			538,700			196,040
Cash – Beginning of period		185,752			—			185,752			0
Cash – End of period	$	814,043		$	216,950		$	724,452		$	196,040

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	108,000		$	237,099		$	108,000		$	299,177
Offering costs paid via promissory note	$	—		$	35,000
Offering costs paid through promissory note							$	0		$	35,000
Initial classification of Class A ordinary shares subject to possible redemption	$	166,853,030		$	—		$	200,000,000		$	0
Change in value of Class A ordinary shares subject to possible redemption	$	1,190,250		$	—
Deferred underwriting fee payable	$	7,000,000		$	—		$	7,000,000		$	0

The accompanying notes are an integral part of the unaudited condensed financial statements.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Tuatara Capital Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on January 24, 2020. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

While the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus its search for businesses in the cannabis industry that are compliant with all applicable laws and regulations within the jurisdictions in which they are located or operate. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~March 31,~~September 30, 2021, the Company had not commenced any operations. All activity through ~~March 31,~~September 30, 2021 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3.4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to TCAC Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5.

Transaction costs amounted to $11,766,856, consisting of $4,000,000 in cash underwriting fees, $7,000,000 of deferred underwriting fees and $766,856 of other offering costs.

Following the closing of the Initial Public Offering on February 17, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with ~~one~~1 or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to its tax obligations), calculated as of two business days prior to the completion of the Business Combination. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5)7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required applicable by law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, officers and directors (the “initial shareholders”) have agreed to vote any Founder Shares (as defined in Note 4)6) and Public Shares held by them in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

The initial shareholders have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s initial Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (ii) their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.

The Company will have until February 17, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5)7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

NOTE ~~2 —~~2. REVISION OF PREVIOUSLY ISSUED FINANCIAL ~~STATEMENT~~STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should revise its financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company previously ~~accounted for its outstanding Public Warrants (as defined~~determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary shares while also taking into consideration a redemption cannot result in ~~Note 5)~~net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and ~~Private Placement Warrants (collectively, with~~recognizes accretion from the ~~Public Warrants,~~initial book value to redemption value at the ~~“Warrants”) issued in connection with~~time of its Initial Public Offering ~~as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes~~and in accordance with ASC 480.

As a ~~provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes~~result, management has noted a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.Company.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 17, 2021 on Form 8-K filed with the Securities and Exchange Commission on February 23, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior periodThere has been no change in the Company’s total assets, liabilities, cash flows, or operating ~~results for the current period.~~ results.

The revision resulted in a $22.4 million increase in the Warrant Liability line item and an offsetting decrease to the Class A Common Stock Subject to Possible Redemption mezzanine equity line item as of March 4, 2021. Transaction costsimpact of the ~~IPO of $853,386 were allocated to expense associated with~~revision on the ~~warrant liability and $2,400,000 was expensed due to the excess of fair value of the Private Placement Warrants over the selling price (see Note 5), both of which are~~Company’s financial statements is reflected in the ~~change to the Accumulated Deficit line item. There is no change to stockholders' equity at any reported balance sheet date.~~following table.

Balance Sheet as of February 17, 2021 (audited)	As Previously Reported			Adjustment			As Restated
Class A ordinary shares subject to possible redemption	$	166,853,030		$	33,146,970		$	200,000,000
Class A ordinary shares	$	331		$	(331	)	$	0
Additional paid-in capital	$	8,257,666		$	(8,257,666	)	$	0
Accumulated deficit	$	(3,258,493	)	$	(24,888,973	)	$	(28,147,466	)
Total Shareholders’ Equity (Deficit)	$	5,000,007		$	(33,146,970	)	$	(28,146,963	)

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.

As
Previously
Reported
Adjustments
As
Revised

Balance sheet as of February 17, 2021 (audited)
Warrant Liability $ — $ 22,400,000 $ 22,400,000
Class A Ordinary Shares Subject to Possible Redemption 189,253,030 (22,400,000 ) 166,853,030
Class A Ordinary Shares 107 224 331
Additional Paid-in Capital 5,004,504 3,253,162 8,257,666
Accumulated Deficit (5,107 ) (3,253,386 ) (3,258,493 )

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 16, 2021. The interim results for the three and nine months ended ~~March 31,~~September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

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~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did ~~not~~0t have any cash equivalents as of ~~March 31,~~September 30, 2021 and December 31, 2020.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to ~~shareholders’~~temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public ~~Offering~~. Offering. Offering costs amounted to $11,766,856, of which $10,913,470 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $853,386 were expensed to the condensed statement of operations.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~March 31,~~September 30, 2021, 20,000,000 Class A ordinary shares subject to possible redemption isare presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	200,000,000
Less:
Proceeds allocated to Public Warrants	$	(14,000,000	)
Class A ordinary shares issuance costs	$	(10,913,470	)
Plus:
Accretion of carrying value to redemption value	$	24,913,470
Class A ordinary shares subject to possible redemption	$	200,000,000

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of ~~March 31,~~September 30, 2021 and December 31, 2020, there were no0 unrecognized tax benefits and no0 amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

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~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

Net ~~income~~Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the ~~over-allotment option and (iii) Private Placement Warrants since~~warrants is contingent upon the ~~inclusion~~occurrence of ~~such warrants would~~future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be ~~anti-dilutive.~~

~~The Company’s statements of operation include a presentation of income (loss) per share for~~exercised or converted into ordinary shares ~~subject to possible redemption~~and then share in the earnings of the Company. As a ~~manner similar to the two-class method of income (loss) per share. Net income~~result, diluted net loss per ordinary share is the same as basic and diluted, for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A ordinary shares outstanding since original issuance. Netnet loss per ~~share, basic and diluted, for Class B~~ ordinary ~~shares is calculated by dividing the net loss, adjusted for income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding~~share for the ~~period. Class B ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.~~

periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

Three Months
Ended
March 31,

For the
Period from
January 24, 2020
(Inception)
Through
March 31,

2021 2020
Class A Ordinary Shares
Numerator: Earnings allocable to Class A Ordinary Shares
Interest Income $ 5,788 $ —
Net Earnings $ 5,788 $ —
Denominator: Weighted Average Class A Ordinary Shares
Class A Ordinary Shares, Basic and Diluted 20,000,000 —
Earnings/Basic and Diluted Class A Ordinary Shares $ 0.00 $ —

Class B Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net Loss $ (2,063,176 ) $ (5,025 )
Net Earnings (5,788 ) —
Net Loss $ (2,068,964 ) $ (5,025 )
Denominator: Weighted Average Class B Ordinary Shares
Class B Ordinary Shares, Basic and Diluted 4,666,667 4,375,000
Loss/Basic and Diluted Class B Ordinary Shares $ (0.44 ) 0.00

~~Note: As~~

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	6,706,018	$	1,676,504	$	6,854,200	$	2,033,413
Denominator:
Basic and diluted weighted average shares outstanding		20,000,000		5,000,000		16,483,516		4,890,110
Basic and diluted net income per ordinary share	$	0.34	$	0.34	$	0.42	$	0.42

Table of ~~December 31, 2020, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s shareholders.~~Contents

TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” ~~approximates~~approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrants (see Note ~~10.~~11.)

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 4. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold ~~20,0000,000~~20,000,000 Units, which includes a partial exercise by the underwriters of their overallotment option in the amount of 2,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of ~~one~~1 Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase ~~one~~1 Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8)9).

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000, in a private placement. Each Private Placement Warrant is exercisable to purchase ~~one~~1 Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Due to the excess of the fair value of the Private Placement warrants in excess of the purchase price, the Company recorded an expense of $2,400,000 for the ~~quarter~~nine months period ended ~~March 31,~~September 30, 2021. This expense is included in the change in fair value of warrants on the ~~Company's~~Company’s statements of operations.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On February 10, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 (the “Founder Shares”). On January 26, 2021, the Sponsor returned 1,437,500 Founder Shares to the Company, which were canceled, resulting in an aggregate of 4,312,500 Founder Shares outstanding. On February 3, 2021, the Sponsor transferred 50,000 Founder Shares to Mr. Taney, 40,000 Founder Shares to Mr. Bornstein and 40,000 Founder Shares to Mr. Kekedjian for the same per share purchase price paid by the Sponsor. On February 11, 2021, the Company effected a share capitalization pursuant to which an additional 718,750 Founder Shares were issued, resulting in an aggregate of 5,031,250 Founder Shares outstanding. On August 27, 2021 the Sponsor transferred 40,000 Founders Shares to Mr. Finkelman. The Founder Shares included an aggregate of up to 656,250 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option and the expiration of the remaining over-allotment option, a total of 625,000 shares are no longer subject to forfeiture and 31,250 shares were forfeited, resulting in an aggregate of 5,000,000 Founder Shares issued and outstanding as of ~~March 31,~~September 30, 2021.

The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination on a ~~one-for-one~~1-for-one basis, subject to adjustments as described in Note 7.8.

The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares they hold until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on February 11, 2021, pursuant to which it will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended ~~March 31,~~September 30, 2021, the Company incurred ~~$20,000~~$30,000 and $80,000 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying condensed balance ~~sheets.~~sheets as of September 30, 2021.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

Promissory Note — Related Party

On February 10, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000, which was amended in January 2021. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the completion of the Initial Public Offering. The Promissory Note balance of $250,000 was repaid on February 17, 2021.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of ~~March 31,~~September 30, 2021 and December 31, 2020, there were no0 amounts outstanding under the Working Capital Loans.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to ~~three~~3 demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,625,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriters’ election to partially exercise the over-allotment option, the underwriters’ purchased an additional 2,500,000 Units and forfeited their option to purchase an additional 125,000 Units.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 8. ~~STOCKHOLDERS’~~SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~March 31,~~September 30, 2021 and December 31, 2020, there were no0 preference shares issued or outstanding.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to ~~one~~1 vote for each share. At ~~March 31,~~September 30, 2021, there were ~~3,195,672~~0 Class A ordinary shares issued and outstanding, excluding ~~16,804,328 share of~~20,000,000 Class A ordinary shares subject to possible ~~redemption.~~redemption which are presented as temporary equity. At December 31, 2020, there were no0 Class A ordinary shares issued or outstanding.

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~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~Class B Ordinary Shares~~ — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 5,000,000 and 5,031,250 Class B ordinary shares issued and outstanding, respectively.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason.

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination on a ~~one-for-one~~1-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to 1 vote for each share. At September 30, 2021 and December 31, 2020, there were 5,000,000 and 5,031,250 Class B ordinary shares issued and outstanding, respectively.

NOTE 9. WARRANTS

At ~~March 31,~~September 30, 2021, there were 10,000,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its reasonable efforts to file with the SEC and have an effective registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “ fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361 Class A shares per warrant. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole but not in part;

•

to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “ Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Redeemable Warrants—Anti-dilution Adjustments”).

~~in whole but not in part;~~

~~to each warrant holder; and~~

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

~~in whole but not in part;~~

•

in whole but not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “ fair market value” of the Class A ordinary shares;

•

if, and only if, the Reference Value (as defined in the above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Redeemable Warrants—Anti-dilution Adjustments”); and

•

if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Redeemable Warrants—Anti-dilution Adjustments”) the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

•

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) and (y) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

At ~~March 31,~~September 30, 2021, there were 6,000,000 Private Placement Warrants outstanding and as of December 31, 2020, there were 0 private warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable (except as described above) so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

NOTE 10. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At ~~March 31,~~September 30, 2021, assets held in the Trust Account were comprised ~~of $363 in cash and $200,005,425~~$200,032,532 in U.S. Treasury securities. During the three and nine months ended ~~March 31,~~September 30, 2021, the Company did ~~not~~0t withdraw any interest income from the Trust Account.

~~The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity securities at March 31, 2021:~~

Held-To-Maturity
Amortized
Cost

Gross
Holding
Gain
Fair Value
March 31, 2021 U.S. Treasury Securities (Mature on 6/24/2021) $ 200,005,425 $ 4,574 $ 200,009,999

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at ~~March 31,~~September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description Level
March 31,
2021

Assets:
U.S. Treasury Securities (Mature on 6/24/2021) 1 $ 200,009,999

Liabilities:
Warrant Liability – Public Warrants 3
$ 13,200,000
Warrant Liability – Private Placement Warrants 3
$ 7,920,000

Description	Level		September 30, 2021
Assets:
U.S. Treasury Securities		1	$	200,032,532

Liabilities:
Warrant Liability – Public Warrants		1	$	6,100,000
Warrant Liability – Private Placement Warrants		2	$	3,660,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations.

The Private Placement Warrants were initially valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant ~~date.~~

date for both the Public Warrants and Private Placement Warrants.

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TUATARA CAPITAL ACQUISITION CORPORATION

UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS

~~TUATARA CAPITAL ACQUISITION CORPORATION~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

The following table provides quantitative information regarding Level 3 fair value measurements:

	At February 17, 2021 (Initial Measurement)			As of March 31, 2021			At February 17, 2021 (Initial Measurement)
Stock price	$	10.00		$	10.00		$	10.00
Strike price	$	11.50		$	11.50		$	11.50
Term (in years)		5.0			5.0			5.0
Volatility		25.0	%		25.0	%		25.0	%
Risk-free rate		0.85	%		0.85	%		0.85	%
Dividend yield		0.0	%		0.0	%		0.0	%

The following table presents the changes in the fair value of level 3 warrant liabilities:

Private Placement Public Warrant Liabilities
Fair value as of January 1, 2021 $ — $ — $ —
Initial measurement on February 17, 2021 8,400,000 14,000,000 22,400,000
Change in fair value
(480,000 ) (800,000 ) (1,280,000 )
Fair value as of March 31, 2021 $
7,920,000 $
13,200,000 $
21,120,000

~~There were no transfers between~~

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	0		$	0		$	0
Initial measurement on February 17, 2021		8,400,000			14,000,000			22,400,000
Change in fair value		(1,500,000	)		(2,500,000	)		(4,000,000	)
Fair value as of June 30, 2021	$	6,900,000		$	11,500,000		$	18,400,000
Transfers to Level 1		0			11,500,000			11,500,000
Transfers to Level 2		6,900,000			0			6,900,000
Fair value as of September 30, 2021	$	0		$	0		$	0

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 ~~during~~measurement to a Level 1 fair value measurement for the ~~three months ended March 31, 2021.~~period from February 17, 2021 (initial measurements) through September 30, 2021 was $11,500,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement for the period from February 17, 2021 (initial measurements) through September 30, 2021 was $6,900,000.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

On November 8, 2021, Tuatara Capital Acquisition Corporation (“TCAC”) entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among TCAC, HighJump Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and SpringBig, Inc., a Delaware corporation (“SpringBig”).

The Merger Agreement provides for, among other things, the following transactions on or prior to the closing date: (i) TCAC will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) TCAC’s name will be changed as mutually agreed to between the parties, (B) each then-issued and outstanding TCAC Class A Ordinary Share will convert automatically, on a 1-for-one basis, into 1 share of common stock of TCAC (the “New SpringBig Common Stock”), (C) each then-issued and outstanding TCAC Class B Ordinary Share will convert automatically, on a 1-for-one basis, into 1 share of New SpringBig Common Stock, and (D) each then-issued and outstanding common warrant of TCAC will convert automatically, on a 1-for-one basis, into a warrant to purchase 1 share of New SpringBig Common Stock; and (ii) following the Domestication, Merger Sub will merge with and into SpringBig, with SpringBig as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of TCAC (the “Merger”).

The Business Combination is expected to close in mid-2022, following the receipt of the required approval by TCAC’s shareholders, required regulatory approvals and the fulfillment of other customary closing conditions.

~~Table of Contents~~

Special Note Regarding Forward-Looking Statements

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

Liquidity and Capital Resources

On February 17, 2021, we consummated the Initial Public Offering of 20,000,000 units, which includes a partial exercise by the underwriters of their overallotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,000,000 Private Placement Warrant at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $6,000,000.

As of ~~March 31,~~September 30, 2021, we had marketable securities held in the Trust Account of ~~$200,005,788~~$200,032,532 (including approximately ~~$6,000~~$32,532 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth ~~strategies~~.strategies.

Off-Balance Sheet Arrangements

Contractual obligations

Critical Accounting Policies

Class A Ordinary Shares Subject to Possible Redemption

Net Income (Loss) Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. We apply the two-class method in calculating earnings per share. ~~Net income per ordinary share, basic and diluted for~~Accretion associated with the redeemable shares of Class A ordinary shares is ~~calculated by dividing~~excluded from earnings per share as the interest income earned on the Trust Account by the weighted average number of Class A ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income (loss), less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the periods presented.

Recent Accounting Standards

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed ~~by us~~ in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Changes in Internal Control ~~over~~Over Financial Reporting

~~During the quarter ended March 31, 2021, there has been~~There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial ~~reporting,~~reporting. The material weakness discussed below was remediated during the quarter ended September 30, 2021.

Remediation of a Material weakness in Internal Control over Financial Reporting

We recognize the importance of the control environment as it sets the ~~circumstances that led~~overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness ~~described above had not yet been identified. We are in the process of implementing changes to~~previously identified and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, ~~to remediate such material weaknesses,~~were completed as ~~more fully described above. The elements~~ of ~~our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have~~ the ~~intended effects.~~date of September 30, 2021.

We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following this issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities

Mine Safety Disclosures

~~Underwriting Agreement, dated February 11, 2021, among the Company and J.P. Morgan Securities LLC and BMO Capital Markets Corp., as representatives of the several underwriters.~~⁽¹⁾

~~Amended and Restated Memorandum and Articles of Association.~~⁽¹⁾

~~Warrant Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.~~⁽¹⁾

~~A Letter Agreement, dated February 11, 2021, among the Company and its officers and directors and TCAC Sponsor, LLC.~~⁽¹⁾

~~Investment Management Trust Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.~~⁽¹⁾

~~Registration Rights Agreement, dated February 11, 2021, among the Company and certain security holders.~~⁽¹⁾

~~Administrative Services Agreement, dated February 11, 2021, between the Company and TCAC Sponsor, LLC.~~⁽¹⁾

~~Private Placement Warrants Purchase Agreement, dated February 11, 2021, between the Company and TCAC Sponsor, LLC.~~⁽¹⁾

~~Form of Company Indemnity Agreement.~~⁽¹⁾

~~Indemnity Agreement, dated February 11, 2021, between the Company and Sergey Sherman.~~⁽¹⁾

~~Indemnity Agreement, dated February 11, 2021, between the Company and Jeffrey Bornstein.~~⁽¹⁾

~~Indemnity Agreement, dated February 11, 2021, between the Company and Richard Taney.~~⁽¹⁾

~~Indemnity Agreement, dated February 11, 2021, between the Company and Aris Kekedjian.~~⁽¹⁾

~~Indemnity Agreement, dated February 11, 2021, between the Company and Mark Zittman.~~⁽¹⁾

~~Indemnity Agreement, dated February 11, 2021, between the Company and Albert Foreman.~~⁽¹⁾

~~Previously filed as an exhibit to our Current Report on Form 8-K filed on February 17, 2021 and incorporated by reference herein.~~

No.		Description of Exhibit
~~1.1~~		~~Underwriting Agreement, dated February 11, 2021, among the Company and J.P. Morgan Securities LLC and BMO Capital Markets Corp., as representatives of the several underwriters.~~⁽¹⁾
~~3.1~~		~~Amended and Restated Memorandum and Articles of Association.~~⁽¹⁾
~~4.1~~		~~Warrant Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.~~⁽¹⁾
~~10.1~~		~~A Letter Agreement, dated February 11, 2021, among the Company and its officers and directors and TCAC Sponsor, LLC.~~⁽¹⁾
~~10.2~~		~~Investment Management Trust Agreement, dated February 11, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.~~⁽¹⁾
~~10.3~~		~~Registration Rights Agreement, dated February 11, 2021, among the Company and certain security holders.~~⁽¹⁾
~~10.4~~		~~Administrative Services Agreement, dated February 11, 2021, between the Company and TCAC Sponsor, LLC.~~⁽¹⁾
~~10.5~~		~~Private Placement Warrants Purchase Agreement, dated February 11, 2021, between the Company and TCAC Sponsor, LLC.~~⁽¹⁾
~~10.6~~		~~Form of Company Indemnity Agreement.~~⁽¹⁾
~~10.7~~		~~Indemnity Agreement, dated February 11, 2021, between the Company and Sergey Sherman.~~⁽¹⁾
~~10.8~~		~~Indemnity Agreement, dated February 11, 2021, between the Company and Jeffrey Bornstein.~~⁽¹⁾
~~10.9~~		~~Indemnity Agreement, dated February 11, 2021, between the Company and Richard Taney.~~⁽¹⁾
~~10.10~~		~~Indemnity Agreement, dated February 11, 2021, between the Company and Aris Kekedjian.~~⁽¹⁾
~~10.11~~		~~Indemnity Agreement, dated February 11, 2021, between the Company and Mark Zittman.~~⁽¹⁾
~~10.12~~		~~Indemnity Agreement, dated February 11, 2021, between the Company and Albert Foreman.~~⁽¹⁾
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	TUATARA CAPITAL ACQUISITION CORPORATION

Date: ~~June 3,~~November 12, 2021	By:	/s/ Albert Foreman
	Name:	Albert Foreman
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: ~~June 3,~~November 12, 2021	By:	/s/ Sergey Sherman
	Name:	Sergey Sherman
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

	As Previously Reported			Adjustments			As Revised

Balance sheet as of February 17, 2021 (audited)
Warrant Liability	$	—		$	22,400,000		$	22,400,000
Class A Ordinary Shares Subject to Possible Redemption		189,253,030			(22,400,000	)		166,853,030
Class A Ordinary Shares		107			224			331
Additional Paid-in Capital		5,004,504			3,253,162			8,257,666
Accumulated Deficit		(5,107	)		(3,253,386	)		(3,258,493	)

	Held-To-Maturity		Amortized Cost				Gross Holding Gain				Fair Value
March 31, 2021	U.S. Treasury Securities (Mature on 6/24/2021)		$	200,005,425			$	4,574			$	200,009,999

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on February 17, 2021		8,400,000			14,000,000			22,400,000
Change in fair value		(480,000	)		(800,000	)		(1,280,000	)
Fair value as of March 31, 2021	$	7,920,000		$	13,200,000		$	21,120,000