Tuatara Capital (TCAC) Shareholders Approve springbig Deal

Tuatara Capital Acquisition Corp. (NASDAQ:TCAC) announced that its shareholders have voted to approve its combination with cannabis software company springbig in a special meeting held earlier today.

The SPAC saw about 95.6% of its shares redeemed in connection with the vote however, leaving 876,194 public shares remaining, according to the 8-K it filed this morning. Though high, this has been par for the course in recent votes.

The nine SPACs that reported redemptions on completion votes since May 1 have seen an average of 88.4% of shares redeemed and all but one had at least 85% shares redeemed. Dynamics (NASDAQ:DYNS) and its combination with Senti Bio became the outlier this week, likely thanks to a non-redemption agreement with several institutional investors.

Tuatara, for its part, re-struck its deal with cannabis software company springbig twice, most recently back in May, shaving the company’s pro forma enterprise value by 8.3% and adding additional equity funding mechanisms.

The new enterprise value was set at $275 million, down from $300 million and the parties also tacked on convertible notes worth up to $20 million. The earlier re-strike announced on April 19 added a 1,000,000-share bonus pool for non-redeeming shareholders with an equal amount forfeited from the sponsor’s promote. It also added 1,500,000 shares to springbig’s first earnout step at a $12 price target while reducing the transaction’s implied equity value to $215 million from $498 million.

The parties expect the transaction to now close on or around June 14, with the combined company’s shares and warrants trading on the NASDAQ under the symbols “SBIG” and “SBIGW”, respectively, shortly thereafter.

Tuatara initially announced its combination with springbig on November 9, 2021. Boca Raton, Florida-based springbig provides customer engagement and loyalty program solutions to about 1,000 cannabis brands across North America.

ADVISORS

• Cantor Fitzgerald & Co. is serving as exclusive capital markets advisor to TCAC.
• Jefferies LLC is serving as exclusive financial advisor and exclusive capital markets advisor to springbig.
• Davis Polk & Wardwell LLP and Dentons US LLP are acting as legal counsel to TCAC.
• Benesch, Friedlander, Coplan & Aronoff LLP is acting as legal counsel for springbig.