springbig holdings inc美股招股说明书(2025-09-12版)

16,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS25,173,216 SHARES OF COMMON STOCK6,000,000 PRIVATE WARRANTS51,414,012 SHARES OF COMMON STOCK UNDERLYING CONVERTIBLE NOTES This prospectus relates to the issuance by us of up to an aggregate of 16,000,000 shares of Common Stock, par value $0.0001 pershare (the “Common Stock”), of SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation, or “Tuatara”,the predecessor of SpringBig Holdings, Inc.), a Delaware corporation (the “Company”) consisting of (i) 6,000,000 shares of CommonStock issuable upon the exercise of 6,000,000 warrants (the “private placement warrants”) originally issued in a private placement inconnection with the initial public offering of Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company(“Tuatara”), by the holders thereof and (ii) 10,000,000 shares of Common Stock issuable upon the exercise of 10,000,000 warrants(the “public warrants” and, together with the private placement warrants, the “warrants”) originally issued in the initial public offeringof Tuatara (the “IPO”) at a price of $10.00 per unit, with each unit consisting of one share of Class A common stock of Tuatara andone-half of one public warrant by holders thereof. We will receive the proceeds from the exercise of any warrants for cash. This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus or theirpermitted transferees (the “Selling Securityholders”) of (A) up to 21,590,291 shares of Common Stock consisting of (i) 1,310,000shares of Common Stock purchased by subscribers in a private placement pursuant to separate subscription agreements (suchsubscribers, the “PIPE Investors”) at a purchase price of $10.00 per share, plus 31,356 shares paid to certain PIPE Investors at a valueof $10.00 per share pursuant to the convertible notes with certain PIPE Investors (collectively, the “PIPE shares”), (ii) 4,000,000shares of Common Stock (the “Founder Shares”) originally issued in a private placement to TCAC Sponsor, LLC, a Delaware limitedliability company (the “Sponsor”), and certain affiliates for an initial aggregate purchase price of $25,000, or $0.00625 per share, in aprivate placement in connection with the IPO of Tuatara, and (iii) 16,248,935 shares of Common Stock issued in connection with thebusiness combination as merger consideration at an acquiror share value of $10.00 per share, for which holders have registrationrights, (B) the 16,000,000 shares of our Common Stock issuable upon the exercise of the warrants described above, (C) 6,000,000private placement warrants, which were purchased by the Sponsor at a price of $1.00 per warrant, or $6,000,000 in the aggregate, (D)up to 1,700,000 shares of Common Stock (the “YB Shares”) issued to certain holders in connection with the Settlement Agreement (asdefined below), (E) up to 691,362 shares of Common Stock (the “Service Shares”) issued to certain service providers of the Companyin consideration for services rendered, and (F) up to 1,191,563 shares of Common Stock (the “VICE Acquisition Shares”) issued tocertain holders, including Jaret Christopher, our Chairman and Chief Executive Officer, as consideration for the acquisition of VICECRM, LLC, a Massachusetts limited liability company (“VICE CRM”) in connection with the Equity Purchase Agreement (as definedbelow). This prospectus also relates to the resale, from time to time, by the Selling Securityholders named herein that hold the Company’sSenior Secured Convertible Promissory Notes due 2027 (the “Convertible Notes” and such Selling Stockholders, the “ConvertibleNotes Selling Stockholders”) of an aggregate of up to 51,414,012 shares of Common Stock reserved for issuance upon the conversionof the Convertible Notes currently held by the Convertible Notes Selling Stockholders (the “Conversion Shares”). To the extent thatCommon Stock is issued by the Company under the terms of the Convertible Notes, substantial amounts of shares of Common Stockcould be issued and resold, which would cause dilution and may impact the Company’s stock price. See “Risk Factors” and“Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity & Capital Resources” foradditional information. The Company issued the Convertible Notes to the Convertible Notes Selling Stockholders for $6,400,000 intotal cash consideration. The Conversion Shares are issuable at an original conversion price of $0.15 per share. We are not selling anyof the Conversion Shares under this prospectus and will not receive any of the proceeds from the sale of the Conversion Shares by theConvertible Notes Selling Stockholders. On June 14, 2022, Tuatara consummated the previously announced business combination of Tuatara and SpringBig, Inc., aDelaware corporation (“Legacy SpringBig”). Pursuant to the merger agreement, prior to the closing of the business combination,Tuatara changed its