Tuatara Capital (TCAC) Adjusts springbig Deal Again
by Nicholas Alan Clayton on 2022-05-02 at 8:57am

Tuatara Capital Acquisition Corp. (NASDAQ:TCAC) has announced a second re-striking of its combination with cannabis software company springbig, this time shaving the company’s pro forma enterprise value by 8.3% and adding additional equity funding mechanisms.

The new enterprise value is set at $275 million, down from $300 million and the parties have also tacked on convertible notes worth up to $20 million. Tuatara has so far secured $10 million of this amount for an initial pre-close sale and investors are to receive $11 million in senior secured notes that will come due in 2024 with a 6% interest rate with amortization beginning after six months. It plans to secure subscribers for a further $6 million in notes of this kind.

Note investors are also set to receive a number of warrants equal to one half of their principal investment divided by the VWAP of the company’s stock on the date before close. These warrants can be exercised at $12 per share. A further $5 million in notes and warrants is to be sold for $4.5 million 60 days after the effective date of the deal’s resale registration statement post-close.

These investors will also have a right to participate in up to 30% of any future financing moves by the combined company.

A Cantor Fitzgerald affiliate has also agreed to purchase up to $50 million in company shares after close at the company’s request, in an “ATM-like” financing. When directed, Cantor will purchase springbig stock at a price set as 97% of its VWAP on the day of the request. Cantor is to also receive a $1.5 million in newly issued shares and have certain expenses reimbursed in connection with the agreement.

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 chopping down the transaction’s implied equity value to $215 million from $498 million.

With two re-strikes in as many weeks, the Tuatara team has shown admirable hustle in seeing the deal through to close. The most recent votes by SPACs have seen fewer shares redeemed than has become typical of the 2022 SPAC market, but it is certainly better to be prepared rather than surprised.

Among SPACs that have not yet closed their combinations, teams saw an average redemption rate of 23.4% through four April votes, while the completion votes for Spring Valley and TradeUP saw 37.4% and 46.2% of shares redeemed respectively. Although imperfect, these results are far more encouraging than March’s average of 84.8% redeemed among completed SPACs and 48.7% among those that are searching or have pending combinations.

Some of this could have to do with the specifics of these SPACs and their targets, but it nonetheless represents a welcome trend that could portend easier closings and more generous terms for additional financing in the market to come.

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.


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