TUAA CAPI Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on
At the General Meeting, the Company's shareholders approved, among other items,
the New SpringBig 2022 Incentive Plan (the "Incentive Plan"). A description of
the material terms of the Incentive Plan is included in the Company's Definitive
Proxy Statement filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders of the Company at the General Meeting:
Votes For Votes Against Abstentions
1. A proposal to approve the transactions
contemplated by the amended and restated agreement and plan of merger, dated as ofApril 14, 2022 , as amended by the amendment no. 1, dated as ofMay 4, 2022 (as it may be further amended or modified from time to time, the "merger agreement"), by and amongTuatara Capital Acquisition Corporation ("Tuatara"),HighJump Merger Sub, Inc. , aDelaware corporation and a wholly owned direct subsidiary of Tuatara ("Merger Sub") and 17,520,107 1,065,945 13,282SpringBig, Inc. , aDelaware corporation ("SpringBig"), pursuant to which Merger Sub will be merged with and into SpringBig, whereupon the separate corporate existence of Merger Sub will cease and SpringBig will be the surviving company and continue in existence as a subsidiary of New SpringBig (as defined below in proposal 4), on the terms and subject to the conditions set forth therein (the "business combination"); Votes For Votes Against Abstentions
2. A proposal to approve, for purposes of
complying with applicable listing rules ofThe Nasdaq Stock Market LLC , the issuance by New SpringBig (as defined in proposal 4) of shares of common stock, par value$0.0001 per share, to (i) certain accredited investors, in each 17,487,872 1,098,180 13,282 case in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith and (ii) to stockholders of SpringBig;
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Votes For Votes Against Abstentions
3. A proposal to approve by special resolution
the change of Tuatara's jurisdiction of incorporation from theCayman Islands to the State of Delaware by deregistering as an 17,498,785 1,087,166 13,383 exempted company in theCayman Islands and domesticating and continuing as a corporation incorporated under the laws of theState of Delaware (the "domestication"); Votes For Votes Against Abstentions
4. A proposal to approve by special resolution
that the proposed organizational documents of Tuatara to (i) change our name from "Tuatara Capital Acquisition Corporation " to "SpringBigHoldings, Inc. " (Tuatara post-domestication, "New SpringBig"), (ii) adoptDelaware as the exclusive forum for certain stockholder litigation, (iii) make New SpringBig's 17,497,886 1,088,166 13,282 corporate existence perpetual, (iv) remove certain provisions related to our status as a blank check company that will no longer be applicable to us upon consummation of the business combination and (v) grant an explicit waiver regarding corporate opportunities to New SpringBig and its directors, subject to certain exceptions; Votes For Votes Against Abstentions
5. A proposal to approve by special resolution
that the proposed organizational documents of
Tuatara to divide the board of directors into
three classes following the business 16,603,964 1,108,435 886,935
combination, with each class generally serving
for a term of three years and with only one
class of directors being elected in each year;
Votes For Votes Against Abstentions6. A proposal to approve by special resolution
that the proposed organizational documents of
Tuatara to provide that the directors, except
for Preferred Stock Directors (as defined in
the proposed certificate of incorporation of
New SpringBig upon the effective time of the 17,495,782 1,090,269 13,283
domestication substantially in the form
attached to this proxy statement/prospectus as
Annex B (the "proposed charter")), may only be
removed for cause (as defined in the proposed
charter);
Votes For Votes Against Abstentions7. A proposal to approve by special resolution
that the proposed organizational documents of Tuatara to provide that, subject to the rights, if any, of the holders of any 16,623,133 1,087,266 888,935 outstanding series of the Preferred Stock, shareholders will not have the ability to call a special meeting;
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Votes For Votes Against Abstentions
8. A proposal to approve by special resolution
that the proposed organizational documents of
Tuatara to remove the ability of shareholders 16,623,067 1,087,332 888,935
to act by written consent in lieu of a
meeting;
Votes For Votes Against Abstentions9. A proposal to approve by special resolution
that the proposed organizational documents of Tuatara to authorize the change in the authorized capital stock of Tuatara from (i) 200,000,000 Class A ordinary shares, 16,624,232 1,088,166 886,936 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value$0.0001 per share to (ii) 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, par value$0.0001 per share; Votes For Votes Against Abstentions
10. A proposal to approve by special resolution
the amendment of Tuatara's existing
organizational documents to remove the
limitation on Tuatara's ability to consummate 16,623,343 1,088,166 887,825
a business combination, or to redeem Class A
ordinary shares in connection with a business
combination, if it would cause Tuatara to have
less than $5,000,001 in net tangible assets;
Votes For Votes Against Abstentions11. A proposal to approve , for purposes of
satisfying conditions to closing the
transactions contemplated by the securities
purchase agreement, dated as of April 29,
2022, by and between Tuatara and certain 17,485,869 1,098,180 15,285
institutional investors, the issuance by New
SpringBig of convertible notes, warrants and
the underlying common stock of such
convertible notes and warrants upon their
conversion or exercise, as applicable;
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Votes For Votes Against Abstentions
12. A proposal to elect seven directors to our
board of directors, effective upon the closing
of the business combination, with each Class I
director having a term that expires at New
SpringBig's annual meeting of shareholders in
2023, each Class II director having a term
that expires at New SpringBig's annual meeting
of shareholders in 2024 and each Class III
director having a term that expires at New
SpringBig's annual meeting of shareholders in
2025, or in each case until their respective
successors are duly elected and qualified, or
until their earlier resignation, removal or
death:
Amanda Lannert (Class I) 5,000,000 - -
Jon Trauben (Class I) 5,000,000 - -
Patricia Glassford (Class II) 5,000,000 - -
Phil Schwarz (Class II) 5,000,000 - -
Steven Bernstein (Class III) 5,000,000 - -
Jeffrey Harris (Class III) 5,000,000 - -
Sergey Sherman (Class III) 5,000,000 - -
Votes For Votes Against Abstentions13. A proposal to approve the Incentive Plan Proposal. 17,491,107 1,091,872 16,355
Based upon the submission of proxies and ballots, a majority of the shares of TCAC common stock issued and outstanding and entitled to vote at the close of business on the record date were present at the General Meeting by proxy or by attendance via the virtual meeting website, which constituted a quorum. Proposal 1 was approved by the required vote. Proposal 2 was approved by the required vote. Proposal 3 was approved by the required vote. Proposal 4 was approved by the required vote. Proposal 4 was approved by the required vote. Proposal 5 was approved by the required vote. Proposal 6 was approved by the required vote. Proposal 7 was approved by the required vote. Proposal 8 was approved by the required vote. Proposal 8 was approved by the required vote. Proposal 9 was approved by the required vote. Proposal 10 was approved by the required vote. Proposal 11 was approved by the required vote. Proposal 12 was approved by the required vote. Proposal 13 was approved by the required vote.
Item 8.01. Other Events.
In connection with the shareholder vote at the General Meeting, TCAC's public shareholders had the right to elect to redeem all or a portion of their Class A ordinary shares for a per share price calculated in accordance with TCAC's organizational documents. TCAC's public shareholders holding 19,123,806 Class A ordinary shares validly elected to redeem their public shares. TCAC's public shareholders who elected to redeem their public shares may revoke their elections at any time prior to the closing of the Business Combination.
The Closing is expected to occur on or about
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description 99.1Tuatara Capital Acquisition Corporation press release datedJune 9, 2022 104 Cover page Interactive Data File (embedded within the Inline XBRL document)
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