SpringBig, Inc. and Tuatara Capital Acquisition Corporation TCAC announced amendments to their merger agreement and securing of additional committed capital to ensure the business combination has adequate funding to execute its growth plan.
Amendments to business combination
springbig and TCAC recognize that market conditions have changed since the proposed merger agreement was initially announced on November 9, 2021, and have agreed to amend the terms to reflect current conditions and thereby encourage public shareholders to support the transaction and retain their shares.
The amended and restated merger agreement reduces the total enterprise value of the company to $275 million, representing an 8% reduction in valuation from the initial agreement. In addition, a bonus pool of up to 1 million shares of TCAC common stock will be allocated pro-rata to non-redeeming public stockholders up to a maximum of one bonus share for each share held, effectively reducing their cost base.
springbig and TCAC are also announcing an agreement for the issuance of senior secured convertible notes with a 24-month maturity, up to $16 million principal amount of which have been subscribed to by a global institutional investor. An initial tranche of $11 million will close in connection with the closing of the merger agreement. The second tranche of $5 million, subject to certain conditions in the agreement, will close 60 days after the resale registration statement is declared effective by the SEC.
Equity Financing Facility
In addition, TCAC entered into a committed equity financing facility with an affiliate of Cantor Fitzgerald L.P. Under the terms of the CEF Facility, Cantor has committed to purchase, after the closing of the proposed merger with the company, up to an aggregate of $50 million of TCAC's common shares from time to time at TCAC's request.
The business combination is expected to close in mid-2022, subject to the approval of TCAC's shareholders and other customary closing conditions and regulatory approvals. Upon closing of the business combination, the combined company will operate under the springbig name and is expected to remain listed on the NASDAQ Stock Market, under the new symbol "SBIG." A link to the latest amended S-4 filing can be found through the SEC's website.
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