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Filing Details

Accession Number:: 0000950103-22-011667
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-06-29 19:59:25
Reporting Period:: 2022-06-14

Accepted Time:: 2022-06-29 19:59:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1801602	Springbig Holdings Inc.	SBIG	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1766083	Tuatara Capital Fund Ii, L.p.	655 Third Avenue, 8Th Fl New York NY 10017		No	No	Yes	No
1844632	Tcac Sponsor, Llc	655 Third Avenue, 8Th Fl New York NY 10017		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2022-06-14	4,870,000	$0.00	4,870,000	No	4	M	Direct
Common Stock	Disposition	2022-06-14	1,000,000	$0.00	3,870,000	No	4	J	Direct
Common Stock	Acquisiton	2022-06-14	600,000	$10.00	600,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	J	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B ordinary shares	Disposition	2022-06-14	4,870,000	$0.00	4,870,000	$0.00
Class A Common Stock	Warrants	Acquisiton	2022-06-14	6,000,000	$1.00	6,000,000	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct
6,000,000	2022-07-14	2027-06-14	No	4	P	Direct

Footnotes

Each Class B ordinary share, par value $0.0001, of the Issuer that was held by the reporting person, TCAC Sponsor, LLC (the "Sponsor"), automatically converted into one share of common stock, par value $0.0001, of the Issuer at the closing of the Issuer's initial business combination on June 14, 2022 (the "Business Combination"). The Class B ordinary shares had no expiration date. The Sponsor is the record owner of these shares. The number of shares reported takes into account a previous transfer by the Sponsor of 40,000 Class B ordinary shares to a former director, Michael Finkelman, on August 21, 2021, in connection with his appointment to the Issuer's board of directors.
In connection with the Business Combination, following the conversion of Class B ordinary shares into common stock, 1,000,000 shares of common stock were forfeited by the Sponsor.
974,000 of these shares have been deposited into escrow in connection with the closing of the Business Combination, subject to release to the Sponsor if the closing price of the Issuer's common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the closing of the Business Combination and no later than 60 months following the closing of the Business Combination.
Tuatara Capital Fund II, L.P ("Fund II") is the record owner of these shares. Fund II is the sole member of the Sponsor. Fund II is controlled by a board of managers comprised of three individuals - Albert Foreman, Mark Zittman and Marc Riiska. Any action by the Sponsor with respect to shares of the Issuer, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers of Fund II. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of Fund II's managers, none of the managers is deemed to be a beneficial owner of the Issuer's securities, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of these shares.
Represents warrants converted in connection with the Business Combination and which may be exercised for shares of common stock at a price of $11.50 per share. The warrants were purchased as private placement warrants for $1.00 per share. The Sponsor is the record owner of these warrants. The warrants become exercisable thirty days after the Business Combination.