SpringBig, Inc. entered into a definitive agreement to acquire Tuatara Capital Acquisition Corporation (NasdaqCM:TCAC) in a reverse merger transaction on November 8, 2021. As part of the merger consideration, based on an implied equity value of $245 million, (i) each share of SpringBig common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New SpringBig Common Stock, as determined in the merger agreement (the “Share Conversion Ratio”), and (ii) vested and unvested options of SpringBig outstanding and unexercised immediately prior to the effective time of the merger will convert into comparable options that are exercisable for shares of New SpringBig Common Stock, with a value determined in accordance with the share conversion ratio. As part of the aggregate consideration payable to the SpringBig's securityholders pursuant to the merger agreement, holders of SpringBig's common stock (including those holders of converted preferred stock of SpringBig) and holders of options of SpringBig's common stock will also have the right to receive their pro rata portion of up to an aggregate of 9 million shares of New SpringBig Common Stock (“Contingent Shares”) if any of the following stock price conditions are met: (i) 5.5 million Contingent Shares if the closing price of New SpringBig Common Stock equals or exceeds $12 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 at any time after the closing date and by the third anniversary of the closing date; (ii) 2.25 million Contingent Shares if the closing price of New SpringBig Common Stock equals or exceeds $15 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 at any time after the closing date and by the third anniversary of the closing date; and (iii) 1.25 million Contingent Shares if the closing price of the New SpringBig Common Stock equals or exceeds $18 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 at any time after the closing date and by the third anniversary of the closing date. As of May 16, 2022 (i) 10.5 million Contingent Shares if the closing price of New SpringBig Common Stock equals or exceeds $12 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 at any time after the closing date and by the third anniversary of the closing date; (ii) 2.25 million Contingent Shares if the closing price of New SpringBig Common Stock equals and (iii) 1.25 million Contingent Shares if the closing price of the New SpringBig Common Stock equals or exceeds $18 per share. As part of the merger, (i) TCAC will become a Delaware corporation, A) TCAC's name will be changed as mutually agreed to between the parties, (B) each then-issued and outstanding TCAC Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of common stock of TCAC (the “New SpringBig Common Stock”), (C) each then-issued and outstanding TCAC Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share of New SpringBig Common Stock, and (D) each then-issued and outstanding common warrant of TCAC will convert automatically, on a one-for-one basis, into a warrant to purchase one share of New SpringBig Common Stock; and (ii) following the merger SpringBig continuing as a wholly-owned subsidiary of TCAC. Total net proceeds of $198 million and earnout share of 9 million. The estimated post-transaction equity value of the combined company is approximately $500 million, assuming $10 per share price and no redemptions by TCAC stockholders. Additionally, a $13 million PIPE investment has commitments from Tuatara Capital and existing investors, including TVC Capital, Key Investment Partners, and springbig's Founder and Chief Executive Officer Jeffrey Harris. SpringBig's existing stockholders are contributing 100% of their equity into the combined company. Post-merger, SpringBig's existing stockholders will own 49% stake and TCAC shareholders will own 40% stake, TCAC sponsor will own 8% stake and private placement investor will own 3% stake in combine company. Upon closing of the transaction, the combined company will operate under the name of SpringBig and is expected to remain listed on the Nasdaq Stock Market under the symbol “SBIG”.

Jeffrey Harris, springbig's Founder and current Chief Executive Officer will continue to lead the company following the closing of the transaction. Current Chief Financial Officer, Paul Sykes will also continue in his role. Sergey Sherman, Managing Director at Tuatara Capital and Chief Financial Officer of TCAC, will join the Board of Directors with remaining Board appointments expected to be announced in the near future. Springbig announced nominees for election to its post-business combination Board of Directors which includes Jeffrey Harris, Sergey Sherman, Steve Bernstein, Patricia Glassford, Amanda Lannert, Phil Schwarz and Jon Trauben. Jeffrey Harris is expected to be appointed as Chairman of the Board of Directors. Patricia Glassford, Steve Bernstein, and Amanda Lannert are expected to Chair the Audit, Compensation, and Corporate Governance and Nominating committees, respectively. The transaction is subject to approval by stockholders of TCAC and SpringBig, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, listing of New SpringBig Common Stock to be issued in connection with the Business Combination on the Nasdaq Stock Market, TCAC having at least $5,000,001 of net tangible assets and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of TCAC and SpringBig. As of December 22, 2021, Tuatara and SpringBig submitted a draft registration statement on Form S-4 on a confidential basis to the U.S. Securities and Exchange Commission. As of June 9, 2022, TCAC shareholders voted in favor of the transaction. The transaction is expected to close in the first quarter of fiscal 2022. As of December 22, 2021, the transaction is expected to close in first half of 2022. As of March 10, 2022, transaction is expected to occur in the second quarter of 2022. As of June 10, 2022, the transaction is expected to close on or about June 14, 2022.

Jefferies LLC acted as financial advisor and William E. Doran of Benesch, Friedlander, Coplan & Aronoff LLP acted as legal advisor to springbig. Derek Dostal, Leonard Kreynin, William A. Curran, Pritesh P. Shah and Kevin A. Brown of Davis Polk & Wardwell LLP and Dentons US LLP acted as legal advisors to Tuatara Capital Acquisition. Morrow & Co., LLC acted as information agent to Tuatara Capital Acquisition with a fee of $35,000.

SpringBig, Inc. completed the acquisition of Tuatara Capital Acquisition Corporation (NasdaqCM:TCAC) in a reverse merger transaction on June 14, 2022. In connection with the closing of the Business Combination, TCAC has changed its name to SpringBig Holdings, Inc. The ticker symbols for TCAC's common stock and warrants have been changed to “SBIG” and “SBIGW,” respectively, and will begin trading on June 15, 2022 on the Nasdaq Global Market.