United States securities and exchange commission logo
May 10, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re: Tuatara Capital
Acquisition Corporation
Amendment No. 3 to
Registration Statement on Form S-4
Filed May 4, 2022
File No. 333-262628
Dear Mr. Foreman:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form S-4 filed May 5, 2022
Questions and Answers About the Transaction Proposals for Tuatara
Shareholders
Why is Tuatara proposing the Notes and Warrants Proposal?, page 20
1. Please clarify the
purpose of the shareholder vote for the Notes and Warrants Proposal.
We note that your
updates to the background of the business combination do not address
why the Convertible
Notes Financing required shareholder approval as a condition for
closing. For example,
if it relates to the possibility that Nasdaq Rule 5635 requiring a
shareholder vote for
the issuance of more than 20% of a listed company's total shares
outstanding in a
private placement, please so indicate, and explain how this rule might be
implicated.
Albert Foreman
FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
Comapany
May NameTuatara Capital Acquisition Corporation
10, 2022
May 10,
Page 2 2022 Page 2
FirstName LastName
2. On pages 37 and 116, you reference that $11 million of the Convertible
Notes Financing
is subscribed. According to Exhibit 10.9, L1 Capital Global
Opportunities Master Fund
appears to be the only committed investor. If true, please clarify
that there is currently
only one investor, and as a result, there is a risk that the
Convertible Notes Financing will
not be fully subscribed and that New SpringBig may not receive the
entire $22 million net
of the original issue discount. Similarly clarify either in a separate
Q&A or in the
summary section that New SpringBig will not immediately receive the
funds pursuant to
the $50 million Cantor Fitzgerald equity lines agreement and may never
receive such
funds.
3. As noted on page 70, New SpringBig will be restricted in issuing
dividends, issuing new
indebtedness, and selling assets. Please disclose these restrictions
in your Q&A. Further,
please clarify whether New SpringBig must receive a waiver from all
noteholders or
retire such debt if it wishes to enter into such a transaction.
Summary of the Proxy Statement/Prospectus
Convertible Notes Financing, page 37
4. We note that the second tranche of the Convertible Notes Financing
will not close for up
to 60 days after effectiveness of a resale registration statement
covering all the shares, and
the number of warrants will not be determinable until the date of
closing. Tell us how this
structure where a material term of the arrangement is not finalized at
the time of the
effectiveness of the resale registration statement is consistent with
the requirements for a
resale registration statement under Rule 415. Please consider CD&I
139.11 in your
response.
Risk Factors
Our shareholders will experience immediate dilution as a consequence of the
issuance of
common stock..., page 93
5. Revise your disclosure under this risk factor to specifically address
the downward
pressure each financing may independently have on the trading price of
your common
stock and warrants. For example, make clear that CF Principal
Investments LLC will
receive shares under the equity line financing for up to 36 months at
a discount to the then
current market price with an incentive to sell the shares immediately,
and that the
conversion and exercise prices of the securities in the Convertible
Notes Financing may
act as a ceiling on the market price of the common stock and warrants.
Notes to Unaudited Pro forma Condensed Combined Financial Statements, page 187
6. Please revise pro forma adjustment (8) to clarify the terms of the
Convertible Notes and
include a discussion of the potential impact on the pro forma
financial
statements, including per share information, should the remaining
notes in Tranche 1 and
Tranche 2 be sold. Similarly, include a discussion of the potential
impact should New
SpringBig exercise their rights under the Common Stock Purchase
Agreement. Refer to
Albert Foreman
Tuatara Capital Acquisition Corporation
May 10, 2022
Page 3
Article 11-01(a)(8) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 230
7. Please revise here to include a discussion of the Convertible Notes
Financing and
Common Stock Purchase Agreement entered into on April 29, 2022 including
the
intended use of such funds. Also, describe the restrictive covenants on
the Convertible
Note Financing and how that may impact future sources of liquidity. Refer
to Item
303(b)(1) of Regulation S-K.
You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Staff Attorney, at
(202) 551-3297 or Larry Spirgel, Office Chief, at 202-551-3815 with any other
questions.
Sincerely,
FirstName LastNameAlbert Foreman
Division of Corporation
Finance
Comapany NameTuatara Capital Acquisition Corporation
Office of Technology
May 10, 2022 Page 3
cc: Leonard Kreynin, Esq.
FirstName LastName