BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2022 |
Reverse Recapitalization Business Combination And Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION Reverse Merger An extraordinary general meeting (the “Special Meeting”) was held on June 9, 2022, where the Tuatara shareholders considered and approved, among other matters, a proposal to approve the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022, as amended by the Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger, dated as of May 4, 2022. The business combination 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 properly 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 ch anged 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 9 , 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. 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 notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 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) (8,604) Net cash after closing $ 10,185 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 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 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 9, 15% Convertible Promissory Note, to these consolidated financial statements for further information . Acquisition of Beaches Development Group Ltd In January 2021, the Company formed Medici Canada LLC, an indirect wholly owned subsidiary of the Company, to acquire all the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 107,297 shares of the Company’s common stock, par value $0.0001 per share (180,972 converted at a conversion rate of 0.59289 into SpringBig Holdings, Inc. shares), valued at $135,000, and $155,000 in cash. The purchase price allocation is as follows (in thousands): June 30, 2021 Fair value of shares $ 135 Less: Post combination cost - restricted shares (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $ 205 Assets assumed $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $ 205 Of the 107,297 shares, 39,762 shares with a value of approximately $50,000 were issued to the sellers at the closing of the transaction. Two of the sellers signed employment contracts with Beaches Development Group LTD; 67,535 shares were allocated to them as purchase consideration with a value of $85,000 and were unvested as of the closing date of the acquisition (or the “acquisition date”). Such unvested shares were schedule to vest, over a two-year period, with 50% in the first year 1 and the remaining 50% in the second year following the acquisition date. As a result, the shares were treated as post-combination expense and were restricted at the time of issuance. All unvested shares were subsequently vested with the consummation of the business combination on June 14, 2022. The Company incurred expense totaling $18,000 and $27,000 for the three and six months ended June 30, 2022, and $16,000 and $27,000 for the three and six months ended June 30, 2021, respectively, related to these shares which is included in general and administrative expense on the statement of operations, with the exception of $14,000, which is classified as merger cost as a result of early vesting in connection with the completion of the business combination with Tuatara. The amount is included under additional paid in capital as part of merger expenses. Approximately $23,000 of the cash price was initially withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity shall be released to the seller’s representative thereafter. The indemnity holdback was paid to the seller during the six months ended June 30, 2022. Medici Canada LLC assumed cash totaling $9,000; this was the only tangible asset assumed at purchase, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheet as of June 30, 2022 and December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software. Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $16,000 and $32,000, respectively, for the three and six months ended June 30, 2022, which is included in general and administrative expenses in the consolidated statement of operation. The aggregate remaining amortization expense is approximately $104,000. We incurred costs related to the acquisition of approximately, $11,000 during the six months ended June 30, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. |
BUSINESS COMBINATION | BUSINESS COMBINATION Reverse Merger An extraordinary general meeting (the “Special Meeting”) was held on June 9, 2022, where the Tuatara shareholders considered and approved, among other matters, a proposal to approve the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022, as amended by the Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger, dated as of May 4, 2022. The business combination 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 properly 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 ch anged 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 9 , 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. 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 notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 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) (8,604) Net cash after closing $ 10,185 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 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 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 9, 15% Convertible Promissory Note, to these consolidated financial statements for further information . Acquisition of Beaches Development Group Ltd In January 2021, the Company formed Medici Canada LLC, an indirect wholly owned subsidiary of the Company, to acquire all the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 107,297 shares of the Company’s common stock, par value $0.0001 per share (180,972 converted at a conversion rate of 0.59289 into SpringBig Holdings, Inc. shares), valued at $135,000, and $155,000 in cash. The purchase price allocation is as follows (in thousands): June 30, 2021 Fair value of shares $ 135 Less: Post combination cost - restricted shares (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $ 205 Assets assumed $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $ 205 Of the 107,297 shares, 39,762 shares with a value of approximately $50,000 were issued to the sellers at the closing of the transaction. Two of the sellers signed employment contracts with Beaches Development Group LTD; 67,535 shares were allocated to them as purchase consideration with a value of $85,000 and were unvested as of the closing date of the acquisition (or the “acquisition date”). Such unvested shares were schedule to vest, over a two-year period, with 50% in the first year 1 and the remaining 50% in the second year following the acquisition date. As a result, the shares were treated as post-combination expense and were restricted at the time of issuance. All unvested shares were subsequently vested with the consummation of the business combination on June 14, 2022. The Company incurred expense totaling $18,000 and $27,000 for the three and six months ended June 30, 2022, and $16,000 and $27,000 for the three and six months ended June 30, 2021, respectively, related to these shares which is included in general and administrative expense on the statement of operations, with the exception of $14,000, which is classified as merger cost as a result of early vesting in connection with the completion of the business combination with Tuatara. The amount is included under additional paid in capital as part of merger expenses. Approximately $23,000 of the cash price was initially withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity shall be released to the seller’s representative thereafter. The indemnity holdback was paid to the seller during the six months ended June 30, 2022. Medici Canada LLC assumed cash totaling $9,000; this was the only tangible asset assumed at purchase, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheet as of June 30, 2022 and December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software. Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $16,000 and $32,000, respectively, for the three and six months ended June 30, 2022, which is included in general and administrative expenses in the consolidated statement of operation. The aggregate remaining amortization expense is approximately $104,000. We incurred costs related to the acquisition of approximately, $11,000 during the six months ended June 30, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. |