Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 20212023

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

☐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:number 001-40049

TUATARA CAPITAL ACQUISITION CORPORATION
SPRINGBIG HOLDINGS, INC.
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)

Cayman IslandsN/A
Delaware88-2789488
(State or other jurisdiction of incorporation or organization)incorporation)(I.R.S.I.R.S Employer Identification No.)

655 Third Avenue, 8th Floor
New York, New York 10017
621 NW 53rd Street
Ste. 260
Boca Raton,Florida33487
(Address of principal executive offices)(zip code)
(Address of principal executive offices)

Registrant’s telephone number, including area code (800) 772-9172
(917) 460-7522
(Issuer’s telephone number)


Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A ordinary shares,Common stock, par value $0.0001 per shareTCACSBIGThe Nasdaq StockGlobal Market LLC
Redeemable warrants,Warrants, each whole warrant exercisable for one Class A ordinary share of Common Stock, at an exercise price of $11.50 per shareTCACWSBIGWThe Nasdaq StockGlobal Market LLC
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrantTCACUThe Nasdaq Stock Market LLC

Check
Indicate by check mark whether the issuerregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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  ☐



Table of Contents
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  ☒   No  ☐


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

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 JuneMay 3, 2021,2023, there were 20,000,000 Class A ordinary26,940,841 shares $0.0001 par value and 5,000,000 Class B ordinary shares,of common stock, $0.0001 par value issued and outstanding.





TUATARA CAPITAL ACQUISITION CORPORATION


SPRINGBIG, INC
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2021
TABLE OF CONTENTS




Page
Page
Part I.I – Financial Information
Item 1.
1
1
2
3
4
5
5
6
Item 2.16
25
Item 3.18
33
Item 4.18
33
Part II.II – Other Information
Item 1.19
33
Item 1A.19
33
Item 2.19
33
Item 3.19
33
Item 4.19
33
Item 5.19
33
Item 6.20
34
21
35

Table of Contents

PART

Part I - FINANCIAL INFORMATION– Financial Information

Item 1.Interim Financial Statements.


TUATARA CAPITAL ACQUISITION CORPORATIONForward Looking Statements
CONDENSED
This Quarterly Report on Form 10-Q contains forward looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward looking statements. Forward looking statements include our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future cash flows, operating or financial performance or other events. These forward looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and Company, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward looking statements are reasonable as of the date made, results may prove to be materially different. Unless otherwise required by law, we disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this report.

Factors that could cause our actual results and our financial condition to differ materially from those indicated in our forward looking statements include, but are not limited to, the following:

•trends in the cannabis industry and SpringBig’s market size, including with respect to the potential total addressable market in the industry;
•SpringBig’s growth prospects;
•new product and service offerings SpringBig may introduce in the future;
•the price of SpringBig’s securities, including volatility resulting from changes in the competitive and highly regulated industry in which SpringBig operates and plans to operate, variations in performance across competitors, changes in laws and regulations affecting SpringBig’s business and changes in the combined capital structure;
•the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; and
•other risks and uncertainties indicated from time to time in filings made with the Securities and Exchange Commission (the “SEC”).

These risks are not exhaustive. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of SpringBig prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.

You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Item 1. Financial Statements
SPRINGBIG HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS


  
March 31,
2021
  
December 31,
2020
 
  (Unaudited)  
 
ASSETS      
Current assets      
Cash $814,043  $185,752 
Prepaid expenses  495,423   — 
Total Current Assets  1,309,466   185,752 
         
Deferred offering costs  —   417,083 
Cash and marketable securities held in Trust Account  200,005,788   — 
TOTAL ASSETS $201,315,254  $602,835 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Current liabilities        
Accounts payable and accrued expenses $43,964  $— 
Accrued offering costs  108,000   332,899 
Promissory note – related party  —   250,000 
Total Current Liabilities  151,964   582,899 
         
Warrant liability  21,120,000   — 
Deferred underwriting fee payable  7,000,000   — 
Total Liabilities  28,271,964   582,899 
         
Commitments and Contingencies
        
         
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   — 
         
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, 2021 and 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 
Additional paid-in capital  7,067,430   24,497 
Accumulated deficit  (2,068,240)  (5,064)
Total Shareholders’ Equity  5,000,010   19,936 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $201,315,254  $602,835 

March 31, 2023December 31, 2022
(unaudited)(audited)
 (In thousands except share data)
ASSETS
Assets
Current assets:
Cash and cash equivalents$2,569 $3,546 
Accounts receivable, net3,168 2,889 
Contract assets323 333 
Prepaid expenses and other current assets1,026 1,505 
Total current assets7,086 8,273 
Operating lease asset627 750 
Property and equipment, net318 375 
Convertible note receivable262 259 
Total assets$8,293 $9,657 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable$1,820 $1,056 
Accrued expense and other current liabilities2,169 2,554 
Current maturities of long-term debt5,654 5,451 
Deferred payroll tax credits1,442 — 
Deferred revenue263 291 
Operating lease liability - current422 465 
Total current liabilities11,770 9,817 
Notes payable1,414 2,814 
Operating lease liability - non-current233 316 
Warrant liabilities491 338 
Total liabilities$13,908 $13,285 
Commitments and Contingencies
Stockholders’ Deficiency
Common stock par value $0.0001 per share, 300,000,000 authorized at March 31, 2023; 26,940,841 issued and outstanding as of March 31, 2023; (par value $0.0001 per share, 300,000,000 authorized at December 31, 2022; 26,659,711 issued and outstanding as of December 31, 2022)3 3 
Additional paid-in-capital22,976 22,701 
Accumulated deficit(28,594)(26,332)
Total stockholders’ deficit$(5,615)$(3,628)
Total liabilities and stockholders’ deficit$8,293 $9,657 




(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.

TUATARA CAPITAL ACQUISITION CORPORATION
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)

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

TUATARA CAPITAL ACQUISITION CORPORATION

CONDENSEDSPRINGBIG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
OPERATIONS (UNAUDITED)


THREE MONTHS ENDED MARCH 31, 2021
Three Months Ended March 31,
 20232022
(revised)
 (In thousands, except share and per share data)
Revenues$7,157 $6,173 
Cost of revenues1,350 1,652 
Gross profit5,807 4,521 
Operating expenses
  Selling, servicing and marketing2,478 2,943 
  Technology and software development2,300 2,637 
  General and administrative2,757 1,718 
Total operating expenses7,535 7,298 
Loss from operations(1,728)(2,777)
  Interest income10 — 
Interest expense(391)(89)
Change in fair value of warrants(153)— 
Loss before income tax(2,262)(2,866)
Income tax expense— — 
Net loss$(2,262)$(2,866)
Net loss per common share:
Basic and diluted$(0.08)$(0.21)
Weighted-average common shares outstanding
Basic and diluted26,803,839 13,571,872 

  
Class A
Ordinary Shares
  
Class B
Ordinary Shares
  
Additional
Paid-in
  Accumulated  
Total
Shareholders’
 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance — January 1, 2021  —  $—   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   —   — 
                             
Class A ordinary shares subject to possible redemption  (16,804,328)  (1,680)  —   —   (168,041,600)  —   (168,043,280)
                             
Net loss  —   —   —   —   —   (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 

FOR THE PERIOD FROM JANUARY 24, 2020 (INCEPTION) TO MARCH 31, 2020

  Class B Ordinary Shares  
Additional
Paid
  
(Accumulated
Deficit) /
Retained
  
Total
Shareholders’
 
  Shares  Amount  in Capital  Earnings  Equity 
Balance – January 24, 2020 (inception)  —  $—  $—  $—  $— 
                     
Issuance of Class B ordinary shares to Sponsor  5,750,000   575   24,425   —   25,000 
                     
Net loss  —   —   —   (5,025)  (5,025)
                     
Balance – March 31, 2020  5,750,000  $575  $24,425  $(5,025) $19,975 

2
The accompanying notes are an integral part of the unaudited condensedthese financial statements.

TUATARA CAPITAL ACQUISITION CORPORATION

CONDENSEDSPRINGBIG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT) (UNAUDITED)


  
Three Months
Ended
March 31,
  
For the
Period from
January 24, 2020
(Inception)
Through
March 31,
 
  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 
Interest earned on marketable securities held in Trust Account  (5,788)
  — 
Change in fair value of warrants  1,120,000   — 
Transaction costs allocated to warrants  853,386   — 
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  (495,423)  — 
Accounts payable and accrued expenses  43,964   — 
Net cash used in operating activities  (547,037)  (25)
         
Cash Flows from Investing Activities:        
Investment of cash in Trust Account  (200,000,000)  — 
Net cash used in investing activities  (200,000,000)  — 
         
Cash Flows from Financing Activities:        
Proceeds from issuance of Class B ordinary shares to Sponsor  —   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   — 
Proceeds from promissory note – related party  —   210,000 
Repayment of promissory note – related party  (250,000)  — 
Payment of offering costs  (574,672)  (18,025)
Net cash provided by financing activities  201,175,328   216,975 
         
Net Change in Cash  628,291   216,950 
Cash – Beginning of period  185,752   — 
Cash – End of period $814,043  $216,950 
         
Non-Cash investing and financing activities:        
Offering costs included in accrued offering costs $108,000  $237,099 
Offering costs paid via promissory note $
—  $
35,000 
Initial classification of Class A ordinary shares subject to possible redemption $166,853,030  $— 
Change in value of Class A ordinary shares subject to possible redemption $1,190,250  $— 
Deferred underwriting fee payable $
7,000,000  $
— 


Three Months Ended March 31, 2023

Common StockAdditional Paid-in-Accumulated
 SharesAmountCapitalDeficitTotal
Balance at December 31, 202226,659,711 $3 $22,701 $(26,332)$(3,628)
Stock-based compensation— — 162 — 162 
Exercise of stock options281,130 — 113 — 113 
Net loss— — — (2,262)(2,262)
Balance at March 31, 202326,940,841 $3 $22,976 $(28,594)$(5,615)

Three Months Ended March 31, 2022

Common StockAdditional Paid-in-Accumulated
SharesAmountCapitalDeficitTotal
Balance at December 31, 202117,862,108 $2 $17,682 $(13,225)$4,459 
Stock-based compensation— — 181 — 181 
Exercise of stock options22,480 — 6 — 6 
Net loss— — — (2,866)(2,866)
Balance at March 31, 202217,884,588 $2 $17,869 $(16,091)$1,780 
3
The accompanying notes are an integral part of the unaudited condensedthese financial statements.

TUATARA CAPITAL ACQUISITION CORPORATION

SPRINGBIG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,
20232022
(In thousands)
Cash flows from operating activities:
Net loss$(2,262)$(2,866)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
  Depreciation and amortization66 59 
  Discount amortization on convertible note259 — 
  Stock-based compensation expense162 181 
Bad debt expense169 33 
Accrued interest on convertible notes22 89 
Amortization of operating lease right of use assets123 — 
Change in fair value of warrants153 — 
Changes in operating assets and liabilities:
  Accounts receivable(448)367 
  Prepaid expenses and other current assets474 (453)
  Contract assets10 61 
  Accounts payable and other liabilities363 95 
Operating lease liabilities(126)— 
Deferred payroll tax credits1,442 — 
Deferred revenue(28)35 
Net cash provided by (used in) operating activities379 (2,399)
Cash flows from investing activities:
 Purchase of convertible note(3)— 
   Purchases of property and equipment(9)(73)
Net cash used in investing activities(12)(73)
Cash flows from financing activities:
Proceeds from convertible notes— 7,000 
Repayment of convertible notes(1,457)— 
  Proceeds from exercise of stock options113 6 
Net cash (used in) provided by financing activities(1,344)7,006 
Net increase (decrease) in cash and cash equivalents(977)$4,534 
Cash and cash equivalents at beginning of period3,546 2,227 
Cash and cash equivalents at end of period$2,569 $6,761 
Supplemental cash flows disclosures
Interest paid$132 $— 
4
The accompanying notes are an integral part of these financial statements
SPRINGBIG HOLDINGS, INC.
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1.1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS


Tuatara Capital Acquisition CorporationSpringBig Holdings, Inc. and its wholly-owned subsidiaries (the “Company”“Company,” “we,” “us,” or “SpringBig”) was incorporated indeveloped a software platform that provides marketing and customer engagement services to cannabis dispensaries and brands throughout the Cayman Islands on January 24, 2020.United States and Canada. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combinationallows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarters are in Boca Raton, Florida, 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, 2021, the Company had not commenced any operations. All activity through March 31, 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.

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”),additional offices located in the United States and will be invested only in U.S. government securities, withinCanada.

The Company has one direct wholly-owned subsidiary, SpringBig, Inc.

On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “TCAC”)), consummated the meaning set forth in Section 2(a)(16)business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement of Plan Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the Investment Company Actbusiness combination (the “Closing”), Tuatara changed its jurisdiction 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 outincorporation by deregistering as a money market fund selected byCayman Islands exempted company and continuing and domesticating as a corporation incorporated under the Company meeting the conditions of Rule 2a-7laws of the Investment Company Act,State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig will continue the existing business operations of Legacy SpringBig as determined by the Company, until the earlier of (i) the completion of a publicly traded company. See Note 9, Business Combination, to these consolidated financial statements for further information.

While the legal acquirer in the business combination is SpringBig for financial accounting and (ii)reporting purposes under U.S. GAAP, Legacy SpringBig is the distributionaccounting acquirer, with the merger accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the funds heldcombined entity represent the continuation of the financial statements of Legacy SpringBig. Under this accounting method, SpringBig is treated as the “acquired” company and Legacy SpringBig is the accounting acquirer, with the transaction treated as a recapitalization of Legacy SpringBig. SpringBig’s assets, liabilities and results of operations were consolidated with Legacy SpringBig’s beginning on the date of the business combination. Except for certain warrant liabilities, the assets and liabilities of SpringBig were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The warrant liabilities, which are discussed in Note 11, Warrant Liabilities, were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy SpringBig became the Trust Account, as described below.

The Company’s management has broad discretion with respecthistorical financial statements, and operations prior to the specific applicationclosing of the business combination presented for comparative purposes are those of Legacy SpringBig. Pre-merger shares of common stock and preferred stock of Legacy SpringBig were converted to shares of common stock of the combined company using the conversion ratio of 0.59289 and for comparative purposes, the shares and net loss per share of Legacy SpringBig prior to the merger have been retroactively restated using the conversion ratio.

Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly-traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, which were in addition to the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net$7.0 million in Convertible Notes 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 or more target businesses that together have an aggregate fair market value of at least 80% of the assets heldwhich were received 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)February 2022 in connection with a shareholder meeting called to approve the Business Combination or (ii) by meansLegacy SpringBig’s issuance 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

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,notes (and 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 requirementsConvertible Notes 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 orinterest due thereon were converted into common 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) 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 ofbusiness combination. See Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements). Of the Company’s initial Business Combination (and not seek to sell its shares toamount received at 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 monthsClosing, approximately $8.8 million represented cash from the closing ofTCAC trust related to unredeemed shares; $6.1 million represented proceeds from the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initialsubscription for common stock from certain investors (the “PIPE Financing”), and $10.0 million from the Secured Convertible Note (defined below). The Company incurred additional cash and non cash expenses totaling $8.7 million, resulting in net business combination activity.proceeds of $10.1 million.


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) 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.

TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

The Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes 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 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”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder 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.

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 period in the Company’s operating results for the current period. 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 costs of the IPO of $853,386 were allocated to expense associated with 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 reflected in the change to the Accumulated Deficit line item.  There is no change to stockholders' equity at any reported balance sheet date.

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 3.2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Principles of Consolidation and Basis of Presentation


The accompanying unaudited condensedconsolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
5

The financial statements are 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.

The unaudited consolidated financial statements have been prepared in accordanceconformity with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, theyQuarterly Reports on Form 10-Q and therefore do not include all thecertain information, accounting policies, and footnote disclosure information or footnotes necessary for a complete presentation of financial position, results of operations orand cash flows. Inflows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, 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 interimhave been included. Operating results for the three months ended March 31, 20212023 are not necessarily indicative of the results tothat may be expected for future periods or for the year ending December 31, 2021 or2023.

The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022, as reported in the 2022 Annual Report on Form 10-K.

Going Concern and Liquidity

Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $28.6 million as of March 31, 2023. Cash flows realized through operating activities were $0.4 million for the three months ended March 31, 2023. For the three months ending March 31, 2022, cash flows used in operating activities were $2.4 million. As of March 31, 2023, the Company had a working capital deficit of approximately $4.7 million, inclusive of $2.6 million in cash and cash equivalents to cover overhead expenses.

The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers, its Stock Purchase Agreement and strategic capital raises. The ultimate success to these plans is not guaranteed.

Based on management projections for increases in revenue and cash on hand, we concluded that there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying consolidated financial statements.

The accompanying consolidated financial statements are prepared on a going concern basis and do not include any future periods.
adjustments that might result from uncertainty about the Company’s ability to continue as a going concern.


7Foreign Currency

TableWe translate the financial statements of Contents
our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “other comprehensive income” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements.
TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
Deferred Payroll Tax Credits

Emerging Growth Company


The Company is an “emerging growth company,”may be eligible to receive certain payroll tax credits as defineda result of governmental legislation. Due to the complexities in Section 2(a)calculating and qualifying for payroll tax credits, any benefits we may receive are uncertain and may significantly differ from our current estimates. Accordingly, we record any benefits related these types of credits upon both the receipt of the Securities Act, as modified bybenefit and the Jumpstart Our Business Startups Actresolution 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 companiesthe uncertainties, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirementscompletion of Section 404any potential audit or examination, or the expiration of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirementsrelated statute of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.limitations.

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 GAAPaccounting principles generally accepted in the United States requires the Company’s management to make estimates and assumptions that affect the amounts reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date ofin the financial statements and the reported amounts of revenuesaccompanying notes. We base our estimates on historical experience and expenses during the reporting period.

various other
Making estimates requires management
6

assumptions that we believe to exercise significant judgment. It is at least reasonably possiblebe reasonable. We believe that the estimateassumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the effect of a condition, situation or set of circumstances that existed at the daterelative credit standing of the financial statements, which management consideredinstitutions.

We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. See Effective Accounting Pronouncements within this Note below for further information.
We had one customer representing 12% of our total revenues for the three months ended March 31, 2023. By comparison, we had no customers representing more than 10% of total revenues for the three months ended March 31, 2022.

At March 31, 2023, we had two customers representing 23% of accounts receivable, and one customer representing 12% of accounts receivable at December 31, 2022.

Transaction Costs

The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in formulating its estimate, could change2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the near term duerecapitalization. Amounts allocated to one or more future confirming events. One ofequity were recorded to additional paid-in capital, while amounts allocated to the more significant accounting estimates included inspecified liabilities were recorded as other expense. See Note 9, Business Combination, to these unaudited condensedconsolidated financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
for further information.


Cash and Cash Equivalents


The Company considers all short-termhighly liquid investments with an originala maturity of three months or less, when purchasedacquired, to be cash equivalents. The Company did not have anymaintains its cash equivalentswith three commercial banks.

As of March 31, 2023 and the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $2.1 million as of March 31, 20212023. We monitor the financial condition of such institution and December 31, 2020.have not experienced any losses associated with these accounts.


Offering CostsAllowance for Credit Losses


Offering costs consistThe Corporation's reserve methodology used to determine the appropriate level of legal,the allowance for credit losses ("ACL") is a critical accounting underwriting feesestimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and other costs incurred throughunbilled receivables at the balance sheet date that are directly relateddate. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the Initial Public Offering. Offering costs are allocated
7

average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the separable financial instruments issueddate of recording. This rate as well as the various quantitative and qualitative factors used in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilitiesmethodologies are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public 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.
reviewed quarterly.


Class A Ordinary Shares Subject to Possible RedemptionEffective Accounting Pronouncements


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,In October 2021, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

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, 2021 and December 31, 2020, there were no unrecognized tax benefits and no 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.

TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

Net income (Loss) per Ordinary Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. 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, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the inclusion of such warrants would be anti-dilutive.

The Company’s statements of operation include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, 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. Net 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 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.

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

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 the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrants (see Note 10.

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)2021-08 - Business Combinations (Topic 805): Accounting for Convertible InstrumentsContract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that 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 qualifyentity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the derivative scope exception andrelated revenue contracts in accordance with Topic 606 as if it also simplifieshad originated the diluted earnings per share calculationcontracts. For public business entities, the amendments in certain areas.  ASU 2020-06 isthis update are effective for fiscal years beginning after December 15, 2023,2022, including interim periods within those fiscal years,years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended March 31, 2023.

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 to annual reporting periods beginning after December 15, 2022, with early adoption permitted. The CompanyWe adopted ASU 2020-06 effective as ofthis standard on January 1, 2021.2023. The adoption of ASU 2020-06this standard did not have ana material impact on the Company’sour consolidated 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 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 Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

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 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 $2,400,000statements for the quarterperiod ended March 31, 2021.  This2023.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net consisted of the following (in thousands):

March 31,December 31,
20232022
Accounts receivable$4,048 $3,639 
Unbilled receivables743 731 
Total Receivables4,791 4,370 
Less allowance for doubtful accounts(1,623)(1,481)
Accounts receivable, net$3,168 $2,889 

Bad debt expense was $169,000 and $33,000 for the three months ended March 31, 2023 and 2022, respectively.












8

NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following (in thousands):
March 31,December 31,
20232022
Prepaid insurance$374 $834 
Other prepaid expenses564 582 
Deposits88 89 
$1,026 $1,505 

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):
March 31,December 31,
20232022
Computer equipment$342 $333 
Furniture & Fixtures15 15 
Data warehouse286 286 
Software197 197 
Total Cost840831
Less accumulated depreciation and amortization(522)(456)
Property and Equipment$318 $375 
The useful life of computer equipment, software, furniture and fixtures, and the data warehouse is 3 years.

Depreciation and amortization expense for the three months ended March 31, 2023 and 2022 was $66,000 and $59,000, respectively. The amounts are included in general and administrative expenses in the change in fair value of warrants on the Company'sconsolidated statements of operations.


NOTE 6 – CONVERTIBLE NOTE RECEIVABLE

In April 2022, the Company purchased $250,000 in aggregate principal amount of convertible promissory note due April 1, 2026 (the “Convertible Note Receivable”).

The Convertible Note Receivable accrues interest at the rate of 5% per annum on the principal amount of the Convertible Note Receivable which is payable at maturity. The issuer may not prepay the note prior to its maturity date without the consent of the Company. The Convertible Note Receivable is convertible in equity securities of the borrower in the event that the borrower issues and sells shares to investors on or before the maturity date, subject to certain other conditions. The conversion price is based on the occurrence of certain actions by the issuer.

The Company earned $3,000 in interest income on the Convertible Note Receivable for the three months ended March 31, 2023.








9

NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other current liabilities consisted of the following (in thousands):

March 31,December 31,
20232022
Accrued wages, commission and bonus$570 $1,145 
Accrued expenses434 148 
Deferred financial advisory fees1,000 1,006 
Other liabilities165 255 
$2,169 $2,554 

NOTE 6.8 – RELATED PARTY TRANSACTIONS


Founder SharesThe Company incurred software development and information technology related costs to a vendor related through common ownership to a major stockholder of approximately $4,000 for the three months ended March 31, 2023, with $29,000 for the three months ended March 31, 2022, respectively. Amounts due to this related party were $3,000 and $3,000 at March 31, 2023 and December 31, 2022, respectively, and the related expense is recorded to technology and software development costs on the consolidated statement of operations.


NOTE 9 – BUSINESS COMBINATION

The business combination between Tuatara and Legacy SpringBig was consummated on June 14, 2022. Holders of an aggregate of 19,123,806 Class A ordinary shares of Tuatara sold in its initial public offering exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Tuatara’s IPO, which was approximately $10.01 per share, or $191,437,817 in the aggregate. The holders that did not elect to have their shares redeemed, received, following the domestication, additional shares of common stock which amounted to 876,194 shares of common stock, resulting in total shares of 1,752,388.

Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market.The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, in addition to the $7.0 million Convertible Notes which were issued in February 2022 and were converted into common stock at the Closing, see Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements for further information. Of the amounts received, approximately $8.8 million represents remaining funds for unredeemed shares from the TCAC trust; $6.1 million from PIPE Financing proceeds and $10.0 million from the Secured Convertible Note.

On April 29, 2022, the Company entered into the Stock Purchase Agreement with Cantor, which was subsequently amended on July 20, 2022. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. In connection with the Facility, the Company incurred a $1.5 million commitment fee which it settled in exchange for 877,193 shares of common stock.











10

The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands):
Amount available after paying TCAC redeeming stockholders$8,771 
Proceeds from convertible notes10,000 
Proceeds from PIPE Financing6,100 
TCAC operating account264 
Gross proceeds available at closing25,135 
Expenses paid at closing(6,346)
Net cash to Legacy SpringBig at closing$18,789 
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig)(8,679)
Net cash after closing$10,110 

The following table provides a reconciliation of the common shares related to the business combination transaction:

TCAC non-redeeming shareholders1,752,388 
PIPE Investors1,341,356 
TCAC sponsor shareholders4,000,000 
Legacy SpringBig shareholders18,196,526 
Issued and outstanding25,290,270 

Of the 1,341,356 shares of common stock shown above, 730,493 shares were issued to holders of the Convertible Note (which was converted at Closing), representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. See Note 10, 15% Convertible Promissory Note, to these consolidated financial statements for further information.

NOTE 10 – 15% CONVERTIBLE PROMISSORY NOTES

In February 10, 2020,2022, the Company issued 5,750,000$7.0 million in aggregate principal amount of convertible promissory notes due September 30, 2022 (the “Convertible Notes”).

The Convertible Notes accrued interest at the rate of 15% per annum on the principal amount of the Convertible Notes, due and payable at the maturity date of September 30, 2022 (the “Maturity Date”), if not converted prior to the maturity date. Under the terms of such notes, the conversion of the Convertible Notes could be triggered by the closing of the business combination between Tuatara and Legacy SpringBig, the occurrence of the stated maturity date, or in connection with certain equity issuances. The Convertible Notes contained customary events of default such as failures to observe or perform any covenants, obligation, condition or agreement contained in the Convertible Notes and commencement of bankruptcy.

In connection with the consummation of the business combination, the Convertible Notes and outstanding accrued interest converted in full into 730,493 shares of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes.

During the three months ended March 31, 2022, the Company recorded $89,000 of interest expense on the Convertible Notes.



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NOTE 11 – SENIOR SECURED CONVERTIBLE NOTES

In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which, along with equal principal payments through June 2024, are due in cash in arrears beginning six months after the notes’ issuance. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date.

A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 was also issued in a private placement with the purchaser party thereto. To determine the fair value of the Convertible Warrant, the Company performed a Black-Scholes calculation as of June 14, 2022 using a stock price of $4.28, a strike price of $12.00, a risk free rate of 3.61%, annualized volatilty of 65%, and a time to maturity of five years. The Convertible Warrant is exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share, subject to certain anti-dilution adjustments. Warrants are classified as equity on SpringBig’s consolidated balance sheet as of March 31, 2023.

The Note is currently convertible at the option of the holder at an initial conversion share price of $12.00 per share.

The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig.

The Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries); issue additional equity (outside of the equity facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Notes also contains customary events of default.

At March 31, 2023, the outstanding principal of the Secured Convertible Notes was $8.3 million with a carrying value of $7.1 million, net of a discount of $1.2 million.

The Company recorded $391,000 of interest expense related to the Secured Convertible Notes for the three months ended March 31, 2023.

NOTE 12 – WARRANT LIABILITIES

Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class BA ordinary shares to the Sponsor for an aggregate purchaseat a price of $25,000 (the “Founder Shares”). On January 26, 2021,$11.50 per share, for aggregate consideration of $10.0 million as part of the Sponsor returned 1,437,500 Founder Shares tounits offered by the Company, which were canceled, resultingprospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 4,312,500 Founder Shares outstanding. On February 3, 2021, the Sponsor transferred 50,000 Founder Shares6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to Mr. Taney, 40,000 Founder Shares to Mr. Bornstein and 40,000 Founder Shares to Mr. Kekedjianpurchase one Class A ordinary share at a price of $11.50 per share.

The Company accounts for the same per share purchase price paid bywarrants in accordance with the Sponsor. On February 11, 2021,guidance contained in ASC 815 Derivatives and Hedging, under which the warrants do not meet the criteria for equity treatment and hence recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in our statement of operations.

12

At March 31, 2023, the estimated fair value of the warrants is $491,000.

The Company recorded a change in fair value loss of approximately $153,000 for the three months ended March 31, 2023. These amount is included in the consolidated statements of operations.

The fair value is determined in accordance with ASC 820, Fair Value Measurement. See Note 17, Fair Value Measurements, to the accompanying consolidated financial statements for further information.

NOTE 13 – REVENUE RECOGNITION

Effective January 1, 2022 the Company effectedcorrected the classification of credits given to customers to report the credits as a share capitalization pursuantreduction of revenue.

Below is a summary of the impact of the revision for the three months ending March 31, 2022.

QUARTER ENDING
March 31,March 31,
20222022
As reportedAdjustmentRevised
Revenues$6,364 $(191)$6,173 
Cost of revenues(1,843)191 (1,652)
Gross profit$4,521 $— $4,521 

The following table represents our revenues disaggregated by type (in thousands):

Three Months Ended March 31,
20232022
Revenue
Brand revenue$295 $189 
Retail revenue6,862 5,984 
Total Revenue$7,157 $6,173 

Geographic Information

Revenue by geographical region consist of the following (in thousands):

Three Months Ended March 31,
20232022
Brand revenue
United States$294 $189 
Canada1 — 
Retail revenue
United States6,663 5,844 
Canada199 140 
$7,157 $6,173 

Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 97% of total revenue for the three months ended March 31, 2023 and 98% for the three months ended March 31, 2022.
13


As of March 31, 2023 and December 31, 2022, substantially all of our long-lived assets were attributable to operations in the United States. An immaterial amount of assets are located in Canada.

NOTE 14 – CONTRACT ASSETS AND LIABILITIES

Contract assets consisted of the following as of (in thousands):

March 31,December 31,
20232022
Deferred sales commissions$323 $333 

The movement in the contract assets during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands):

March 31,December 31,
20232022
Contract assets at start of the period$333 $364 
Expense deferred during the period48 176 
(less) amounts expensed during the period(58)(207)
Contract assets at end of the period$323 $333 

Contract liabilities consisted of the following as of (in thousands):

March 31,December 31,
20232022
Deferred retail revenues$263 $278 
Deferred brands revenues— 13 
Contract liabilities$263 $291 

The movement in the contract liabilities during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands):

March 31,December 31,
20232022
Contract liabilities at start of the period$291 $450 
Amounts invoiced during the period5,027 18,310 
Less revenue recognized during the period(5,055)(18,469)
Contract liabilities at end of the period$263 $291 





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NOTE 15 – STOCK BASED COMPENSATION

At the Special Meeting, in connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which an additional 718,750 Founder Shares werebecame effective upon the Closing.

The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued resulting in an aggregate of 5,031,250 Founder Shares outstanding. The Founder Shares included an aggregate of up to 656,250 sharesunder the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to forfeiture tostock awards granted under the extent2022 Incentive Plan that the underwriters’ over-allotment option was notexpire or terminate without being exercised in full, or that are paid out in part, so thatcash rather than in shares, will not reduce the number of Founder Shares would equal 20%shares available for issuance under the 2022 Incentive Plan.

Prior to the closing of the Company’s issuedmerger, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. The Legacy Incentive Plan permitted the grant of incentive stock options, non-qualified stock options, restricted stock awards, and outstanding ordinary shares afterrestricted stock unit awards to Legacy SpringBig and its affiliates’ employees, consultants and directors. SpringBig will not grant any additional awards under the Initial Public Offering. As a resultLegacy Incentive Plan following the business combination.

During the three months ended March 31, 2023 and 2022, compensation expense recorded in connection with the Legacy Incentive Plan was $30,000 and $181,000, respectively. During the three months ended March 31, 2023, compensation expense recorded in connection with the 2022 Incentive Plan was $132,000. These charges are recorded in administrative expense on the consolidated statements 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 andoperations.

The following table summarizes information on stock options outstanding as of March 31, 2021.2023 under the Legacy Incentive Plan:


Options OutstandingOptions Vested and Exercisable
Number of OptionsWeighted Average Exercise Price (Per Share)Number of OptionsWeighted Average Remaining Contractual Life (Years)Weighted Average Exercise Price (Per Share)
Outstanding Balance, January 1, 20233,394,753 $0.57 3,250,236 5.79$0.54 
Options granted— 
Options exercised(281,130)$0.41 
Options forfeited(8,893)$— 
Options cancelled— $— 
Outstanding Balance, March 31, 20233,104,730 $0.59 2,945,020 5.97$0.56 

The Founder Sharesintrinsic value of the options exercised during the three months ended March 31, 2023 was $100,000. As of March 31, 2023, the intrinsic value of the 2,945,020 options outstanding and exercisable was $779,000. As of March 31, 2023, the total compensation cost related to non-vested awards not yet recognized was $152,000 with a weighted-average period of 1.25 years over which it is expected to be recognized.








15

The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2023 under the 2022 Incentive Plan:

Restricted Stock Units Outstanding
Number of RSUsWeighted Average Fair Value
(Per Share)		Weighted Average Vesting (Years)
Outstanding Balance, January 1, 2022— — 
RSUs granted761,500 1.97 
RSUs forfeited(36,500)
Outstanding Balance, December 31, 2022725,000 
RSUs granted589,000 0.79 
Outstanding Balance, March 31, 20231,314,000 $1.44 2.5

The compensation expense recognized for the three months ended March 31, 2023 related to the Restricted Stock Units was $132,000 and the remaining expense of approximately $1.5 million will automatically convert into Class A ordinary sharesbe recognized in future periods through September 2025. The Restricted Stock Units vest one-third on each of the first, second, and third anniversary after issuance.

NOTE 16 – LEASES

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) in February 2016 (“Lease Standard”). The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, and interim periods within those fiscal years for public business day followingentities and interim periods within fiscal years beginning after December 15, 2022, for all other entities. The Company adopted this standard on January 1, 2022.

SpringBig elected to take the completion of a Business Combination on a one-for-one basis, subjectcumulative transition approach to adjustments as described in Note 7.

The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares they hold untilaccounting for the earlier to occur of (i) one year after the completionadoption of the Company’s Business CombinationLease Standard. This approach requires entities to apply the ASC 842 requirements in the period of adoption (i.e., assuming an adoption date of January 1, 2022, SpringBig’s comparative financial statements for the years ended December 31, 2022 and (ii) subsequent2021 would need to a Business Combination, (x) ifapply ASC 842 only for the last reported sale priceyear ended December 31, 2022). As 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) theadoption date on whichof January 1, 2022, the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in allrecorded ROU assets of $1.1 million and lease liabilities of $1.1 million. A cumulative effect adjustment to equity of $31,000 was recorded as of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.adoption date.

Administrative Services Agreement


The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $3,000 to $42,000 and expire on various dates through November 2024. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases.

In June of 2022, the Company entered into an agreement, commencinga lease with the current landlord for the Company’s corporate headquarters under which the current leases will be replaced by the new lease on February 11, 2021, pursuant to which ita single floor in the same building as the Company currently occupies. The new lease will paycommence on the Sponsor up to $10,000 per month for office space, administrative and support services. Uponsooner of the day the Company takes occupancy or day of substantial completion of a Business Combination or its liquidation,leasehold improvements. Neither of these events had taken place as of March 31, 2023. The new lease term is for 98 months. Monthly rental payments range from $38,000 to $48,000 over the Company will cease paying these monthly fees. life of the lease.









16



As of March 31, 2023 and December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard.

March 31,December 31,
20232022
Balance Sheet
Assets:
Right of Use Asset - Operating Lease$627 $750 
Liabilities
Current422 465 
Non-current233 316 
Total Operating Lease Liability$655 $781 

For the three months ended March 31, 2021, the Company incurred $20,000 in fees for these services, of which such amount is included in accounts payable2023 and accrued expenses in the accompanying condensed balance sheets.

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 ofMarch 31, 2022, the Company’s officersoperating lease cost was $133,000 and directors may, but are not obligated$89,000, respectively. Other information pertaining to loancapitalized assets and liabilities under the Company fundsleasing standard is 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. follows.

Three Months Ended March 31,
Other information2023
Operating lease cost$133
Operating cash flows paid to operating leases$126
Right-of-use assets in exchange for new operating lease liabilities$—
Weighted-average remaining lease term — operating leases (months)17.90
Weighted-average discount rate — operating leases5.67%

As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under2023, the Working Capital Loans.Company’s lease liabilities mature as follows:


Fiscal Year:Operating Leases
2023$363 
2024322 
Total lease payments685 
Less Imputed Interest(30)
Present value of lease liabilities$655 

NOTE 7. COMMITMENTS16 – COMITTMENTS AND CONTINGENCIES


RisksEmployment Agreements

The Company has entered into employment agreements with Jeffrey Harris, CEO of SpringBig, and Uncertainties

Management continues to evaluate the impactPaul Sykes, CFO of SpringBig, which became effective as of the COVID-19 pandemic and has concluded that whileconsummation of the business combination.

Litigation

The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably possibleestimated. Management believes that the virus couldoutcome of
17

such legal proceedings, legal actions and claims will not have a negativesignificant adverse effect on the Company’s financial position, results of its operations and/or search forcash flows.

Employee Retention Payroll Tax Credits

In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide economic and other relief as a target company, the specific impact is not readily determinable asresult of the date of these financial statements.COVID-19 pandemic. The financial statements do not include any adjustments that might result fromCARES Act includes, among other items, provisions relating to refundable employee retention payroll tax credits. Due to the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on February 11, 2021, the holderscomplex nature of the Founder Shares, Private Placement Warrantsemployee retention credit computations, any benefits we may receive are uncertain and may significantly differ from our current estimates. We plan to record any warrants that may be issuedbenefit related to these credits upon conversion of Working Capital Loans (and any ordinary shares issuable uponboth the exercisereceipt of the Private Placement Warrants or warrants issued upon conversionbenefit and the resolution 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 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 subsequentuncertainties, including, but not limited 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,potential audit 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’ 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, 2021 and December 31, 2020, there were no preference shares issuedexamination, or outstanding.

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 vote for each share. At March 31, 2021, there were 3,195,672 Class A ordinary shares issued and outstanding, excluding 16,804,328 share of Class A ordinary shares subject to possible redemption. At December 31, 2020, there were no Class A ordinary shares issued or outstanding.

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 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.

NOTE 9. WARRANTS

At March 31, 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 warrantsrelated statute of limitations. During the three months ended March 31, 2023, we received $2.0 million related to these credits, recognized $0.6 million as an offset related to operating expenses thorough accounts payable, and we have deferred recognition of remaining $1.4 million, which is recorded 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 endingcurrent liabilities on the trading day prior to the date on which the notice of exercise is received by the warrant agent.consolidated balance sheets.


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”).

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;

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, 2021, there were 6,000,000 Private Placement 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.

TUATARA CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 10.17 – 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
Level 1: Valuation is based on unadjusted 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, 2021, assets held in the Trust Account were comprised of $363 in cash and $200,005,425 in U.S. Treasury securities. During the three months ended March 31, 2021, the Company did not 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, 2021U.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 accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation.

Liabilities measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy

The balances 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 

The Warrants were accounted for asCompany’s 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 as of March 31, 2023, are as follows (in thousands):

Level 1Level 2Level 3Total Fair Value
Liabilities:
Public warrants491 — — 491 
$491 $— $— $491 

The following is a description of the methodologies used to estimate the fair values of liabilities measured at fair value on a recurring basis and within the fair value hierarchy.

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Warrant liabilities

Prior to the business combination, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share, as part of the units offered by the prospectus for their initial public offering and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

The Company utilizes a fair value approach to account for its warrants based on the quoted price at March 31, 2023, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value presented within changerecorded in current earnings.

At March 31, 2023, the value of the public warrants was approximately $491,200 using a closing price of $0.031.

Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value of warrant liabilities in the condensed statement of operations.public warrants for the three months ended March 31, 2023,


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.
Warrants
Balance, January 1, 2023$338 
Change in fair value153 
Balance, March 31, 2023$491 
Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2023$153 

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
 
Stock price $10.00  $10.00 
Strike price $11.50  $11.50 
Term (in years)  5.0   5.0 
Volatility  25.0%  25.0%
Risk-free rate  0.85%  0.85%
Dividend yield  0.0%  0.0%

The following table presents the changes in the fair value of 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 of financial liabilities between Levels 1, 2 or 3levels of the fair value hierarchy during the three months ended March 31, 2021.2023.


Other Fair Value Considerations – Carrying value of accounts receivables, contract assets, prepaid expenses and other assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities and/or low credit risk.


NOTE 11.18 – STOCKHOLDERS’ EQUITY

The Consolidated Statements of Changes in Stockholders' Equity reflect the reverse recapitalization on June 14, 2022, as discussed in Note 9, Business Combination, to these consolidated financial statements. Because the Company was determined to be the accounting acquirer in the transaction, all periods presented prior to consummation of the transaction reflect the historical activity and balances of Legacy SpringBig, Inc. (other than common stock and potentially issuable shares underlying stock options which have been retroactively restated).

Immediately after giving effect to the business combination, the following equity securities of SpringBig were issued and outstanding: (i) 5,752,388 shares of SpringBig common stock issued to the holders of Tuatara Class A ordinary shares and Tuatara Class B ordinary shares that automatically convert into Tuatara Class A ordinary shares upon the occurrence of the business combination in accordance with Tuatara’s amended and restated memorandum and articles of association as consideration in the business combination (comprised of 1,752,388 Class A ordinary shares after giving effect to the redemptions and the issuance of shares to public shareholders who did not elect to redeem their public shares and 4,000,000 Class B ordinary shares that converted into common stock), (ii) 18,196,526 shares of SpringBig common stock issued to the stockholders of SpringBig as consideration in the business combination, (iii) 10,000,000 warrants to purchase shares of SpringBig common stock issued to holders of the Public Shares upon conversion of warrants to purchase Tuatara Class A ordinary shares in connection with the business combination (each, a “New SpringBig Public Warrant”), (iv) 6,000,000 warrants to purchase shares of SpringBig common stock issued to Sponsor (as defined below) upon conversion of warrants to purchase Tuatara
19

Class A Common Stock, and (v) 1,310,000 shares of SpringBig common stock issued to private investors (the “PIPE Investors”) in the PIPE Financing, plus 31,356 shares paid to certain PIPE Investors pursuant to the Convertible Notes.

Prior to the consummation of the business combination, the capital stock of Legacy SpringBig consisted of Series A, B and Seed preferred stock which was automatically convertible into common stock at the earlier of a $50.0 million initial public offering or vote of 63% of majority of preferred stockholders. The conversion rate of all preferred stock was at a one to one ratio to common stock. The preferred shares of stock were converted to SpringBig common stock at the Closing Date.

With the consummation of the business combination, Legacy SpringBig issued and outstanding shares were converted into shares of SpringBig common stock as follows:

Legacy SpringBigConversion RateSpringBig
Series B Preferred4,585,202 0.592892,718,522 
Series A Preferred5,088,944 0.592893,017,184 
Series Seed Preferred6,911,715 0.592894,097,887 
Common Stock14,105,371 0.592898,362,933 
30,691,232 18,196,526 

Sponsor Escrow Agreement

At the time of the Closing, TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tuatara and certain independent members of Tuatara’s board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”), providing that (i) immediately following the Closing, Sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of our Common Stock (such deposited shares, the “Sponsor Earnout Shares”) into escrow, (ii) the Sponsor Earnout Shares shall be released to the Sponsor if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30) trading-day period ending at any time after the Closing Date and before the fifth anniversary of the Closing Date, and (iii) the Sponsor Earnout Shares will be terminated and canceled by us if such condition is not met by the fifth anniversary of the Closing Date.

Contingent and Earnout Shares

The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the merger and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions:

a.7,000,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date;

b.2,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; and

c.1,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date.
20


With the consummation of the business combination, the Company’s authorized capital stock is 350,000,000 shares, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, with par value of 0.0001 per share.

NOTE 19 – NET LOSS PER SHARE

Given the consummation of the business combination, ASC 805, Business Combination states that the equity structure for the prior period of Legacy SpringBig (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the accounting acquiree issued in the business combination.

As of March 31, 2023 and 2022, there were 26,940,841 and 17,884,588 shares of common stock issued and outstanding, respectively.

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options. Basic and diluted net loss per share was the same for each period presented, given that there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive.

The following table reconciles actual basic and diluted earnings per share for the three months ended March 31, 2023 and 2022, respectively (in thousands, except share and per share data).

Three Months Ended March 31,
20232022
Loss per share:
Numerator:
Net loss$(2,262)$(2,866)
Denominator
Weighted-average common shares outstanding
Basic and diluted26,803,839 13,571,872 
Net loss per common share
Basic and diluted$(0.08)$(0.21)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended March 31, 2023 and 2022 were as follows:

Three Months Ended March 31,
20232022
Shares unvested and subject to exercise of stock options120,431 4,154,898 
Shares subject to outstanding common stock options2,945,020 2,515,944 
Shares subject to convertible notes stock conversion695,261 — 
Shares subject to warrants stock conversion16,586,980 — 
Shares subject to contingent earn out10,500,000 — 
Restricted stock units1,314,000 — 


21

NOTE 20 – BENEFIT PLAN

The Company maintains a safe harbor 401(k) retirement plan for the benefit of its employees. The plan allows participants to make contributions subject to certain limitations. Company matching contributions were $158,000 and $69,000 for the three months ended March 31, 2023 and 2022, respectively.

NOTE 21 – INCOME TAXES

In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s full valuation allowance against its deferred tax assets.

NOTE 22 – SUBSEQUENT EVENTS


The Company evaluatedManagement has considered subsequent events and transactions that occurred after the balance sheet date up tothrough May 4, 2023, the date that the condensed financial statementsthis report was issued, and there were issued. Based upon this review, the Company did not identify any subsequentno events that would have required adjustment or disclosure in the condensed financial statements.

additional disclosure.
15

Item 2.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Tuatara Capital Acquisition Corporation References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to TCAC Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations

"SpringBig," "the Company," "we," "us" or "our" refer to SpringBig Holdings, Inc. and its subsidiaries, unless the context otherwise requires.

Forward Looking Statements

All statements other than statements of historical facts contained in this report, including statements regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. WordsIn some cases, forward-looking statements may be identified by words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations"believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "would," "expect," "objective," "plan," "potential," "seek," "grow," "target," "if," and similar words and expressions are intended to identify such forward-looking statements. SuchWe have based these forward-looking statements relate tolargely on our current expectations and projections about future events or future performance, but reflect management’s current beliefs, based on information currently available. A numberand trends that we believe may affect our financial condition, results of factors could cause actual events, performance or results to differ materially from the events, performanceoperations, business strategy, short-term and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could causelong-term business operations, objectives, and financial needs. Our actual results tocould differ materially from those anticipated due to various factors discussed under “Risk Factors” in this Quarterly Report on Form 10-Q.

Business Overview

SpringBig Holdings, Inc. (the “Company” or “SpringBig”) is a market-leading software platform providing customer loyalty and marketing automation solutions to retailers and brands. We have leveraged our deep expertise in loyalty marketing to develop solutions that address the key challenges faced by retailers and brands, including those in the forward-looking statements, please refercannabis industry. Stringent, complex, and rapidly evolving regulations have resulted in restricted access to traditional marketing and advertising channels for cannabis retailers and brands, preventing them from utilizing many traditional methods for effectively accessing and engaging with consumers. In addition, the lack of industry-specific data and market intelligence solutions limit cannabis retailers' and brands' ability to efficiently market their products, thereby hindering their growth. Our platform enables our clients to increase brand awareness, engage customers, improve retention, and access actionable consumer feedback data to improve marketing. Our clients can use our loyalty marketing, digital communications, and text/email marketing solutions to drive new customer acquisition, customer spend and retail foot traffic. Our proven B2B2C software platform creates powerful network effects between retailers and brands and provides an ability for both to connect directly with consumers. As retailers and brand scale, a virtuous cycle amplifies growth, ultimately expanding SpringBig's reach and strengthening our value proposition.

SpringBig serves approximately 1,300 brand and retailer clients across more than 3,000 distinct retail locations in North America. Our clients distribute more than 2.0 billion messages annually, and in the last year more than $7.5 billion of gross merchandise value was accounted for by clients utilizing our platform.

Business Combination and Public Company Cost

On June 14, 2022, SpringBig Holdings, Inc., a Delaware corporation (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “TCAC”)), consummated the previously announced business combination (the “business combination”) of Tuatara and SpringBig, Inc. (“Legacy SpringBig”), a Delaware corporation. Pursuant to the Risk Factors sectionmerger agreement, prior to the closing of the Company’s final prospectus forbusiness combination, Tuatara changed its Initial Public Offering filedjurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. Prior to the closing date, and in connection with the U.S. SecuritiesClosing, Tuatara changed its name to SpringBig Holdings, Inc. Legacy SpringBig was deemed to be the accounting acquirer in the business combination based on an analysis of the criteria outlined in Accounting Standards Codification 805. While Tuatara was the legal acquirer in the business combination, because Legacy SpringBig was deemed the accounting acquirer, the historical financial statements of Legacy SpringBig became the historical financial statements of the combined company, upon the Closing.

The business combination was accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and Exchange Commission (the “SEC”)the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig in many respects. Under this method of accounting, Tuatara was treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy SpringBig was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Legacy SpringBig (i.e., a capital transaction involving the issuance of stock by Tuatara for stock of Legacy SpringBig). The Company’s securities filings can be accessedAccordingly, the consolidated assets, liabilities and results of operations of Legacy SpringBig became the historical financial statements of the combined company, and Tuatara’s assets, liabilities and results of operations were consolidated with Legacy SpringBig beginning on the EDGAR sectionacquisition date. Operations prior to the business combination are presented as those of Legacy SpringBig. The net assets of Tuatara were recognized at historical cost (which are consistent with carrying value), with no goodwill or other intangible assets recorded.

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As a consequence of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on January 24, 2020 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.Legacy SpringBig became the successor to an SEC-registered and Nasdaq-listed company, which requires us to incur additional expenses and implement procedures and processes to address public company regulatory requirements and customary practices. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offeringhave and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

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

We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 24, 2020 (inception) through March 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incuradditional annual expenses as a result of being a public company (forfor, amongst other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.

Key Operating and Financial Metrics

We monitor the following key financial reporting, accounting and auditing compliance), as well asoperational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. The following is our analysis for due diligence expenses.

For the three months ended March 31, 2021,2023 and 2022, in thousands:

Three Months Ended March 31,
20232022
Revenue$7,157 $6,173 
Net loss(2,262)(2,866)
Adjusted EBITDA(1,331)(2,504)
Number of retail clients1,366 1,327 
Net revenue retention100 %106 %
Number of messages (million)488 443 

For a reconciliation of net loss to Adjusted EBITDA see “EBITDA” and “Adjusted EBITDA,” below.

Revenue

We generate revenue from the sale of monthly subscriptions that provide retail clients with access to an integrated platform through which they can manage loyalty programs and communications with their consumers. We also generate additional revenue from these retail clients when the quantum of messages sent to consumers exceeds the amounts in the subscription package. The subscriptions generally have twelve-month terms (which typically are not subject to early termination without a cancellation fee payable by the client), are payable monthly, and automatically renew for subsequent and recurring twelve-month periods unless notice of cancellation is provided in advance.

The Company's revenue growth is generally achieved through a mix of new clients, clients upgrading their subscriptions (as new clients will frequently enter into a relatively low level of subscription (with respect to the size of such client's database and the number of their customers on such database) and/or the number of pre-determined communication credits), which frequently occurs shortly after such a client initially becomes a client, and the excess use element of revenues.“Excess use” revenues are revenues derived from amounts charged to clients for exceeding the pre-determined credit volume set forth in the applicable client’s subscription agreement. Given this combination, and particularly the tendency for clients to upgrade soon after becoming a client, the Company does not actively monitor revenue split between new and existing clients, preferring to use the split between subscription and excess use in combination with net dollar retention and the number of clients as key metrics, as described below.

Other Key Operating Metrics

The growth in our revenues is a key metric at this stage in our development as a Company and therefore to provide investors with additional information, we hadhave disclosed in the table above the number of our retail clients, our net revenue retention rate and the number of standardized messages distributed through the SpringBig platform by our clients. We regularly review the key operating and financial metrics set forth above to evaluate our business, our growth, assess our performance and make decisions regarding our business. We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and they may be helpful in evaluating the state and growth of our business.

Number of Retail Clients. We disclose in the table above the number of discrete SpringBig platforms used by clients of the business at the end of the relevant period. We view this number as an important metric to assess the performance of our business because an increased number of clients drives growth, increases brand awareness and helps contribute to our reach and strengthening our value proposition.

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Net Revenue Retention. We believe that the growth in the use of our platform by our clients is an important metric in evaluating our business and growth. We monitor our dollar-based net revenue retention rate on a rolling basis to track the maintenance of revenue and revenue-increasing activity growth. “Net revenue retention rate” (also referred to as “net dollar retention rate”) does not have a standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies, and further, investors should not consider it in isolation. When evaluating our retention rates and calculating our net revenue retention rate, SpringBig calculates the average recurring monthly revenue from retail clients, adjusted for losses, increases and decreases in monthly subscriptions during the prior twelve months divided by the average recurring monthly subscription revenue over the same trailing twelve-month period.

We view a net revenue retention rate exceeding 100% as positive because this is indicative of increasing subscription revenue without including the impact of the initial recurring revenue from new clients during the month in which they are on-boarded. We believe that we can drive this metric by continuing to focus on existing clients and by revenue-increasing activities, such as client upgrades. Net revenue retention is measured over the twelve-month period ending at the reporting date and if the ratio exceeds 100% this is an indication of upgrades from clients exceeding the value of any lost clients and downgrades in subscriptions. The net revenue retention is calculated based on subscription revenues only and does not include the impact of excess use revenue.

Number of Messages Sent. We believe that the volume of messages sent, measured in standardized message size, is important as it indicates the frequency of use and level of engagement of our platform by our clients. Messages are distributed by text, email, and direct push notifications to mobile applications.

EBITDA and Adjusted EBITDA

To provide investors with additional information regarding our financial results, we have disclosed EBITDA, which is a non-GAAP financial measure that we calculate as net income before interest, taxes, depreciation and amortization and Adjusted EBITDA, which represents EBITDA adjusted for certain unusual, infrequent items, or non-cash items (such as bad debt expense and stock-based compensation).

We present EBITDA and Adjusted EBITDA because they are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors, and is widely used by analysts, investors and competitors to measure a company's operating performance.

EBITDA and Adjusted EBITDA have limitations, and you should not consider these in isolation or as a substitute for analysis of our results as reported under GAAP, including net loss, which we consider to be the most directly comparable GAAP financial measure. Some of these limitations are:

•although depreciation and amortization are non-cash charges, the assets being depreciated may have to be replaced in the future, and neither EBITDA nor Adjusted EBITDA reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
•EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available.

Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results.














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A reconciliation of net loss before taxes to non-GAAP EBITDA and Adjusted EBITDA is as follows (in thousands):

Three Months Ended March 31,
20232022
Net loss$(2,262)$(2,866)
Interest income(10)— 
Interest expense391 89 
Depreciation expense66 59 
EBITDA(1,815)(2,718)
Stock-based compensation*162 181 
Bad debt expense169 33 
Change in fair value of warrants153 — 
Adjusted EBITDA$(1,331)$(2,504)
*Stock-based compensation is recorded in General and administrative expenses

Factors Affecting Our Performance

Overall Economic Trends

The overall economic environment and related changes to consumer behavior have a significant impact on our business. Overall, positive conditions in the broader economy promote consumer spending on marketplaces and our customers’ products, while economic weakness, which generally results in reduced consumer spending, may have a negative impact on our customers’ sales, which in turn may impact our revenue.

Growth and Retention of Customers

Our revenue grows primarily through acquiring and retaining customers and expanding relationships with customers over time, increasing the revenue per customer. We have historically been able to attract, retain and grow relationships with customers as a result of the Company’s comprehensive product suite, differentiated loyalty programs, consistent communications with customers, and reliable customer service.

Regulation and Maturation of Cannabis Markets

We believe that we will have significant opportunities for growth as more jurisdictions legalize cannabis for medical and/or adult use and the regulatory environment continues to develop. We intend to explore new expansion opportunities as additional jurisdictions legalize cannabis for medical or adult use and leverage our existing business model to enter new markets. We believe our understanding of the space coupled with our experienced sales force will enable us to quickly enter and execute in new markets and capture new business, which we sustain via our best-in-class product offerings. Further, a change in U.S. federal regulations could result in our ability to engage in additional outlets, including the fintech, payments and e-commerce space.

We expect competition to intensify in the future as the regulatory regime for cannabis becomes more settled and the legal market for cannabis becomes more accepted, which may encourage new participants to enter the market, including established companies with substantially greater financial, technical and other resources than existing market participants.

We believe that maintaining and enhancing our brand identity and our reputation is critical to maintaining and growing our relationships with customers and to our ability to attract new customers.

We believe our platform’s scale and strong customer loyalty market themselves; however, we implement a variety of marketing efforts to attract the remaining retailers and brands not yet on our platform. Marketing efforts include multiple strategies designed to attract and retain both retail and brands subscribers.

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Negative publicity, whether or not justified, relating to events or activities attributed to us, our employees, customers or others associated with any of these parties, may tarnish our reputation and reduce the value of our brand. Given our high visibility, we may be more susceptible to the risk of negative publicity. Damage to our reputation and loss of $2,063,176,brand equity may reduce demand for our platform and have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rebuild our reputation and restore value of our brand may be costly and time consuming, and such efforts may not ultimately be successful.

We also believe that the importance of our brand recognition and reputation will continue to increase as competition in our market continues to develop. If our brand promotion activities are not successful, our operating results and growth may be adversely impacted.

Components of Our Results of Operations

Revenue

SpringBig provides its retail customers with access to an integrated platform that provides all the functions of the Company’s proprietary software, which uses proprietary technology to send text, email, and push messages to the customer’s contacts. This access is provided to customers under a contract, with revenue generated from monthly fixed fees for credits (up to the pre-contracted amount) and optional purchases of additional credits.

Cost of Revenue

Cost of revenue consists primarily of amounts payable to distributors of messages on behalf of the Company’s customers across cellular networks and integrations.

Selling, Servicing and Marketing Expenses

Selling, servicing and marketing expenses consist of salaries, benefits, travel expense and incentive compensation for our sales, servicing and marketing employees. In addition, sales, servicing and marketing expenses include business acquisition marketing, events cost, and branding and advertising costs.

Technology and Software Development Expenses

Technology and software development costs consist of salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as maintaining and improving existing products. We capitalize certain costs associated with technology and software development in accordance with ACS 350-40, Intangibles – Goodwill and Other – Internal Use Software, but these are limited in quantum as we are constantly and regularly making enhancements to our technology platform and do not consider them appropriate to be capitalized. Capitalized costs are generally amortized over a three-year period commencing on the date that the specific software product is placed in service. We believe that continued investment in our platform is important for our growth.

General and Administrative Expenses

General and administrative expenses consist primarily of payroll and related benefits costs for our employees involved in general corporate functions including finance, human resources and investor relations, as well as costs associated with the use by these functions of software and equipment. All rent, insurance and other occupancy costs are also included in general and administrative expenses as are professional and outside services related to legal, audit and other services, and stock-based compensation expenses.













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Results of Operations

Comparison of Three Months Ended March 31, 2023 compared to Three Months Ended March 31, 2022

The following tables set forth our results of operations for the periods indicated:

Three Months Ended March 31,
20232022Increase (decrease)%
(in thousands)
Revenue$7,157 $6,173 $984 16 %
Cost of revenue1,350 1,652 (302)(18)%
Gross profit5,807 4,521 1,286 28 %
Operating expenses:
Selling, servicing and marketing2,478 2,943 (465)(16)%
Technology and software development2,300 2,637 (337)(13)%
General and administrative2,757 1,718 1,039 60 %
Total operating expenses7,535 7,298 237 3 %
Loss from operations(1,728)(2,777)1,049 (38)%
Interest income10 — 10 nm
Interest expense(391)(89)(302)nm
Change in fair value of warrants(153)— (153)nm
Loss before taxes(2,262)(2,866)604 (21)%
Provision for income taxes— — — — 
Loss after taxes$(2,262)$(2,866)$604 (21)%
nm-not meaningful
Revenues. Revenues increased $1.0 million for the three months ended March 31, 2023, representing a 16% increase compared with the same period in 2022. Our subscription revenue was $5.9 million for the three months ended March 31, 2023 compared with $4.6 million in the same quarter in 2022, representing 28% year-over-year growth. The excess use revenue declined by 22% year-over-year due to the weaker economy and the fact that some excess use revenue in the comparable prior period had converted into recurring subscription revenues due to clients upgrading their subscriptions. Our revenue from Brands clients increased by 56% year-over-year and was $0.3 million in the three months ended March 31, 2023, as compared to $0.2 million for the three months ended March 31, 2022.

The Company's net revenue retention rate was 100% for the twelve months ended March 31, 2023, compared with 106% for the twelve months ended March 31, 2022. The ratio continues to be within our range of 100% to 110% although currently at the lower end of the range as a consequence of the challenging macro-economic conditions impacting the cannabis market and general economy.

Gross Profit. Gross profit increased to $5.8 million for the three months ended March 31, 2023 from $4.5 million for the three months ended March 31, 2022, representing a 28% increase. The gross profit margin improved from 73% for the three months ended March 31, 2022 to 81% for the three months ended March 31, 2023. Messaging costs are the main expense in our cost of revenue and increased by 10% compared with a 16% increase in revenues, with the higher revenue increase and resulting higher margin being due to higher yield products and operating efficiencies.

Operating Expenses. Our operating expenses increased by $0.2 million, or 3%, for the three months ended March 31, 2023 compared with the same period in 2022.

Selling, servicing and marketing expenses decreased by $0.5 million, or 16%, for the quarter ended March 31, 2023, compared to the same period in 2022, due to lower compensation expense as a result of lower employee headcount.

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Technology and software development expenses decreased by $0.3 million, or 13%, for the quarter ended March 31, 2023, compared to the same period in 2022, with the decrease being attributable to lower expenses associated with the use of offshore contract developers and a small reduction in compensation expense.

General and administrative expenses increased by $1.0 million, or 60%, for the quarter ended March 31, 2023, compared to the same period in 2022 due to additional expenses associated with being a public company, including increases in directors’ and officer’s insurance premiums, higher legal and audit costs and compensation to the board of $95,578,directors.

Interest Expense. Interest expense was $0.4 million for the quarter ended March 31, 2023 due to interest payable on the 6.0% Convertible Notes issued in connection with the merger completed on June 14, 2022.

Change in fair value of warrants. The liability relating to warrants issued by SpringBig is included on the balance sheet at the fair value prevailing at the end of the accounting period and any change in value is reported in the income statement. As at March 31, 2023, the market value of the public warrants, which are listed on the Nasdaq stock exchange, was $0.0307 per warrant compared with $0.0211 at December 31, 2022. The increase in value, which is recognized as an expense in our income statement for the three months ended March 31, 2023, was $0.2 million.

Liquidity & Capital Resources

We have incurred net losses since inception, and experienced negative cash flows from operations. Prior to the business combination, we financed our operations and capital expenditures primarily through the private sales of equity securities and revenue. The net losses since the business combination have been financed through the capital received as a result of the business combination as described below. Our primary uses of cash in the short-term are to fund our operations as we continue to grow our business.

In connection with the execution of the merger agreement in November 2021, Legacy SpringBig and TCAC entered into subscription agreements, pursuant to which certain investors (the “PIPE Investors”) agreed to purchase an aggregate of 1,310,000 shares of common stock of the combined company, for $10.00 per share, for an aggregate purchase price of $13,100,000. On February 25, 2022, SpringBig entered into convertible notes (the "Convertible Notes”) with certain of the PIPE Investors for a principal sum of $7.0 million in aggregate. On the closing of the merger, the outstanding principal balance of the Convertible Notes became due and payable and was satisfied, along with the interest due on such notes, by the issuance to holders of such notes shares of the Company’s common stock and the remainder of the investment from the PIPE Investors was funded and paid to the Company.

Additionally, following the execution of the merger agreement, we entered into two incremental financing agreements. An institutional investor through a securities purchase agreement agreed to purchase $11.0 million of 6.0% Senior Secured Original Issue Discount Convertible Notes due in 2024 and a number of warrants equal to one-half of the principal amount of the notes divided by the volume weighted average price on the trading day prior to closing. This financing closed immediately after the business combination.

The Company also entered into a committed equity line facility (the “Facility”) with CF Principal Investments, LLC (“Cantor”) for up to $50.0 million in aggregate gross purchase price of newly issued shares of our common stock after the closing of the business combination. In connection with the Facility, the Company incurred a $1.5 million commitment fee which it settled in exchange for 877,193 shares of common stock.

The Company may, from time to time at its option, sell to Cantor newly issued shares of common stock pursuant to the terms of the Facility. The use of the Facility under the agreement with Cantor is subject to certain conditions, including the effectiveness of a registration statement relating to the resale of the common stock issuable under the Facility. Therefore, funds from the $50.0 million gross purchase price will not be immediately available, if at all, to SpringBig, and there can be no assurances that the Facility will be available to the Company at all times during its terms or that such purchase price will ever become available.

The following table summarizes our cash, accounts receivable, and working capital at March 31, 2023 and December 31, 2022 (in thousands):

March 31, 2023December 31, 2022
Cash and cash equivalents$2,569 $3,546 
Accounts receivable, net3,168 2,889 
Working capital(4,685)(1,544)

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We are committed to ensuring our balance sheet supports the business and our growth objectives and are considering a supplemental capital raise during the three months ending June 30, 2023. As of March 31, 2023, based on the factors described in this sub-section, we concluded that there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the financial statements in this Quarterly Report on Form 10-Q. This estimate is based on our current business plan and expectations and assumptions in light of current macroeconomic conditions. We have based these estimates on assumptions that may prove to be wrong and could use our available capital resources sooner than we currently expect, and future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section entitled “Risk Factors” in the Annual Report on Form 10-K filed with the SEC on March 28, 2023. Although we are not currently a party to any agreement or letter of intent with respect to potential investments in, or acquisitions of, complementary businesses, services or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity financing, incur indebtedness, or use cash resources. We have no present understandings, commitments or agreements to enter into any such acquisitions.

To the extent existing cash and investments and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds by incurring indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain covenants that restrict operations. Any additional equity financing may be dilutive to stockholders. Further, the Secured Convertible Notes also contain a number of restrictive covenants that may impose significant restrictions on obtaining future financings, including restrictions on SpringBig’s ability to do any of each following while the Secured Convertible Notes remain outstanding: (i) incurring additional indebtedness and guaranteeing indebtedness; (ii) incurring liens or allowing mortgages or other encumbrances; (iii) prepaying, redeeming, or repurchasing certain other debt; (iv) paying dividends or making other distributions or repurchasing or redeeming its capital stock; (v) selling assets or entering into or effecting certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries); (vi) issuing additional equity (outside of the equity facility, issuances under our equity compensation plan and other limited exceptions until a resale registration statement registering all of the common stock underlying the notes and warrants with the Investor is declared effective by the SEC); (vii) entering into variable rate transactions (exclusive of the equity facility); and (viii) adopting certain amendments to our governing documents, among other restrictions. In addition, the noteholders have the right, for 18 months following the first closing of the notes and warrants with the Investor, to purchase up to 30% of the securities we may offer in subsequent financings. Accordingly, we may be limited in our ability to raise additional capital on acceptable terms or at all within such limitations. Such restrictions may be waived by consent of the noteholder.

SpringBig’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors including, but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers, its Common Stock Purchase Agreement and strategic capital raises. The ultimate success of these plans is not guaranteed. See the section titled “Going Concern and Liquidity” in Note 2 of the notes to these consolidated financial statements included in this report for more information.

Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2023 and 2022 (in thousands):


Three Months Ended March 31,
20232022
Statement of Cash Flows Data:
Total cash (used in) provided by:
Operating activities$379 $(2,399)
Investing activities(12)(73)
Financing activities(1,344)7,006 
Increase (decrease) in cash and cash equivalents$(977)$4,534 

Operating Activities

Cash provided by operating activities consists primarily of net loss adjusted for certain non-cash items, including depreciation and amortization, non-cash stock compensation expenses, changes in the fair value of financial instruments and the effect of changes in working capital and other activities.

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In the three months ended March 31, 2023, the net loss was $2.3 million and the cash received through operating activities was $0.4 million. The difference of $2.6 million is due to $0.9 million non-cash items (including depreciation, amortization, stock-based compensation and change in the fair value of warrant liabilitywarrants) offsetting a $0.3 million increase in working capital (primarily due to an increase in receivables) and the receipt of $1,120,000$2.0 million relating to refundable employee retention payroll tax credits under the Coronavirus Aid, Relief and transaction costs allocatedEconomic Security Act (CARES Act). Due to warrants of $853,386, offset by interest earned on marketable securities held in the Trust Account of $5,788.

For the period from January 24, 2020 (inception) through March 31, 2021, we had net loss $5,025, which consisted of formation and operating costs.

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 closingcomplex nature of the Initial Public Offering,employee retention credit computations we consummated the sale of 6,000,000 Private Placement Warrant at a price of $1.00 per Private Placement Warrant in a private placementplan to defer any benefit related to these credits until we have reasonable certainty, including, but not limited to, the Sponsor, generating gross proceedscompletion of $6,000,000.

Followingany potential audit or examination or the Initial Public Offering, the partial exerciseexpiration of the over-allotment option, and the salerelated statute of the Private Placement Warrants, a total of $200,000,000 was placed in the Trust Account. We incurred $11,766,856 in Initial Public Offering related costs, including $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $766,856 of other costs.limitations.


ForIn the three months ended March 31, 2021,2022, the net loss was $2.9 million and cash used in operating activities was $547,037. Net loss$2.4 million.

Investing Activities

SpringBig has low capital investment requirements, with our needs being comprised primarily of $2,063,176computer equipment and office furniture and related items. Cash used in investing activities was affected by interest earned on marketable securities held in$12,000 for the Trust Account of $5,788, a change in the fair value of warrant liability of $1,120,000 and transaction costs allocable to warrants $853,386. Changes in operating assets and liabilities used $451,459 of cash for operating activities.

For the period from January 24, 2020 (inception) throughthree months ended March 31, 20212023 and $73,000 for the three months ended March 31, 2022.

Financing Activities

During the three months ended March 31, 2023, the net cash used in operatingfinancing activities was $25. Net loss$1.3 million representing $1.4 million repayment of $5,025 was affectedprincipal of the 6% Convertible Note offset by payment of formation costs through promissory note by sponsor of $5,000.

As of March 31, 2021, we had marketable securities held in the Trust Account of $200,005,788 (including approximately $6,000 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest$0.1 million receipt from the Trust Account to pay taxes, if any. We intend to use substantially allexercise 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.stock options.

As of March 31, 2021, we had cash of $814,043. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.


Off-Balance Sheet Arrangements


We haveAt March 31, 2023, there were no obligations, assets or liabilities, which would be considered off-balance sheet arrangements asbetween us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of March 31, 2021. We do not participate in transactionsoperations, liquidity, capital expenditures, or capital resources that create relationships with unconsolidated entities or financial partnerships, often referredis material to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.shareholders.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to 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.

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.


Critical Accounting Policies and Estimates


Our consolidated financial statements are prepared in accordance with GAAP. The preparation of condensedthese consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires managementus to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and liabilities, disclosurerelated disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of contingent assets and liabilities atour significant accounting policies, see the date of theCompany's audited consolidated financial statements and incomeaccompanying notes as of and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liability

We account for the warrants issuedyear ended December 31, 2022, as reported in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.2022 Annual Report on Form 10-K.

Class A Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.

Net Income (Loss) Per Ordinary Share

We apply the two-class method in calculating earnings per share. Net income per ordinary share, 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. 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 StandardsPronouncements


See the section titled “Summary of Significant Accounting Policies” in Note 2 of the notes to our unaudited condensed consolidated financial statements included in this Report for more information.

Emerging Growth Company and Smaller Reporting Company Status

Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In August 2020,other words, an "emerging growth company" can delay 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.  We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements.

Management does not believecertain accounting standards until those standards would otherwise apply to private companies. Section 107 of the JOBS Act provides that any other recently issued, but not yet effective,decision to opt out of the extended transition period for complying with new or revised accounting standards if currently adopted, wouldis irrevocable. We have elected to use this extended transition period under the JOBS Act.

We are also a material effect“smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our condensed financial statements.second fiscal quarter, or our annual revenue is less than

31

$100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.

Item 3.
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller
We have operations within the United States and limited operations with customers located in Canada, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes, inflation and exchange rate charges. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Interest Rate Fluctuation Risk

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Because our cash and cash equivalents have a relatively short maturity, our portfolio's fair value is relatively insensitive to interest rate changes. In future periods, we will continue to evaluate our investment policy in order to ensure that we continue to meet our overall objectives.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition, or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Exchange Rate Risk

We have operations in Toronto, Canada and customers located in Canada. Given our reporting companies.currency is US dollars, this results in exchange rate translation risk. The effect is minimized by matching our Canadian income and expense with our Canadian customers being invoiced in their local currency. The exchange rate risk to our financial statements is immaterial.


Item 4.Controls and Procedures

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures


Disclosure controls andare procedures that are designed to ensurewith the objective of ensuring that information required to be disclosed by us in our reports under the Exchange Act, reportssuch as this Quarterly Report, is recorded, processed, summarized and reported withinin accordance with the time periods specified inrules of the SEC’s rulesSecurities and forms, andExchange Commission (“SEC”). Disclosure controls are also designed with the objective of ensuring that such information is accumulated appropriately and communicated to our management, including our principalthe chief executive officer and principalchief financial officer, or persons performing similar functions, as appropriate, to allow for timely decisions regarding required disclosure.disclosures.


Under the supervisionOur Chief Executive Officer and with the participation of our management, including ourChief Financial Officer (our principal executive, officer and principal financial and accounting officer, we conducted an evaluation ofofficer) evaluated the effectiveness of our disclosure“disclosure controls and procedures as ofprocedures” (as defined in the end of the fiscal quarter ended March 31, 2021, as such term is defined inExchange Act Rules 13a-15(e) and 15d-15(e) under) as of March 31, 2023, the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that duringend of the period covered by this report,report. Based on that evaluation, our disclosure controlsChief Executive Officer and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to a material weakness in internal controls over financial reporting related to inaccurate accounting for warrants issued in connection with our Initial Public Offering and private placement. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate its research and understanding of the nuances of the complex accounting standardsChief Financial Officer concluded that apply to its financial statements. We plan to include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom it consults regarding complex accounting applications. 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. Other than this issue, our disclosure controls and procedures were not effective atas of such date. See the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for a reasonable assurance level and, accordingly, provided reasonable assurance thatdescription of the information required to be disclosed by usCompany’s material weaknesses in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.internal control over financial reporting.


Changes in Internal ControlControls over Financial Reporting


During the quarter ended March 31, 2021, there has been noNo change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, ourthe Company’s internal control over financial reporting,reporting.







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Part II – Other Information

Item 1. Legal Proceedings 

For a description of developments to legal proceedings during the nine months ended March 31, 2023, see "Litigation" under Note 16, "Commitments and Contingencies" to our consolidated financial statements.

Item 1A. Risk Factors

Our business involves a high degree of risk. You should carefully consider the risks described under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, as well as the circumstances that led to the material weakness described above had not yet been identified. We arerisks, uncertainties and other information set forth in the process of implementing changes to our internal control over financial reporting to remediate such material weaknesses, as more fully described above. The elements of our remediation plan can only be accomplished over time,reports and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

Item 1.
Legal Proceedings

None

Item 1A.
Risk Factors

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for its Initial Public Offeringother materials filed or furnished by us with the SEC. As of the date of this Report, thereSEC when making investment decisions regarding our securities. There have been no material changes to the risk factorsRisk Factors disclosed in our final prospectus for its Initial Public Offering filed with the SEC, except for the below.

We have identified a material weakness in our internal control over financial reporting as of MarchDecember 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.2022 Form 10-K. 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.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

On February 17, 2021, we consummated the Initial Public Offering of 20,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. J.P. Morgan Securities LLC and BMO Capital Markets Corp. acted as joint book-running, of the Initial Public Offering. The securities in the offering were registered under the Securities Actevents discussed therein will not occur. These risks could have a material and adverse impact on registration statements on Form S-1 (No. 333-252484our business, prospects, results of operations, financial condition and 333-253009), filed with the Commission on February 16, 2021. Thecash flows.

Item 2. Unregistered Sales of Equity Securities and Exchange Commission declared the registration statements effective on February 11, 2021.Use of Proceeds 

Simultaneous with the consummation of the Initial Public Offering, the Sponsor consummated the private placement of an aggregate of 6,000,000 Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $6,000,000. Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Warrants, an aggregate of $200,000,000 was placed in the Trust Account.

We paid a total of $4,000,000 in underwriting discounts and commissions and $766,856 for other costs and expenses related to the Initial Public Offering.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3.
Defaults Upon Senior Securities


None


Item 4.
Mine Safety Disclosures

Item 3. Defaults Upon Senior Securities

None


Item 5.
Other Information

Item 4. Mine Safety Disclosures

None


Item 5. Other Information

None




















19
Item 6.
Exhibits


Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


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

Exhibit NumberExhibit DescriptionFormExhibitFiling DateFiled/Furnished HerewithSEC File #
3.110-K3.1March 28, 2023001-40049
3.210-K3.2March 28, 2023001-40049
32.1**
32.2**
33.1**
33.2**
101.INSXBRL Instance Document*
101.SCHXBRL Taxonomy Extension Schema Document*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document*
101.LABXBRL Taxonomy Extension Labels Linkbase Document*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*
*
Filed herewith.
(1)
Previously filed as an exhibit to our Current Report on Form 8-K filed on February 17, 2021 and incorporated by reference herein.

*Filed herewith.
**Furnished herewith.
20


SIGNATURES


In accordance withPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



SpringBig Holdings, Inc

TUATARA CAPITAL ACQUISITION CORPORATION
By:/s/ Jeffrey Harris
Date: June 3, 2021Name:By:/s/ Albert ForemanJeffrey Harris
Title:Name:Albert Foreman
Title:Chief Executive Officer
(Principal Executive Officer)
Date:May 04, 2023
Date: June 3, 2021By:/s/ Sergey Sherman
Name:Sergey Sherman
By:/s/ Paul Sykes
Name:Paul Sykes
Title:Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date:May 04, 2023


35
21