TUAA CAPI Item 1.01. Entry into a Material Definitive Agreement
Notes and Warrants Purchase Agreement
On
The Notes and Warrants will be sold in two tranches: the first tranche will be
for a total of
The Notes will be secured against substantially all the assets of the Company and each material subsidiary will guarantee the Notes.
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Terms of the Notes and Warrants Purchase Agreement
The terms of the Notes and Warrants Purchase Agreement contains customary representations and warranties, indemnification, and other covenants of the Company and the Investors, as well as the following material terms:
Registration Rights. The Company will enter into a registration rights agreement
at the First Tranche Closing Date where the Company agrees to grant the
Investors certain registration rights in which they will agree that, no later
than 20 days from the First Tranche Closing Date, the Company shall prepare and
file a Registration Statement (the "Resale Registration Statement") with the
Future Financing Participation Right. Subject to certain exceptions, for a period of 18 months from the First Tranche Closing Date, the Investors shall have the right to participate in up to 30% of future financings by the Company undertaken during that period.
Prohibited Transactions. From the Signing Date until the effective date of the Resale Registration Statement, the Company shall not issue, enter into an agreement to issue or announce the issuance of any shares of common stock or securities convertible, exercisable or exchangeable for common stock. From the Signing Date until the repayment of the Notes, the Company shall not (i) enter into any equity line, at-the-market, or similar agreement for an offering of shares of its common stock (other than the Facility as defined below), nor (ii) issue or agree to issue any transactions that qualify as "variable rate transactions," except for the Facility (described below).
Share Reserve. The Company shall at all times keep authorized and reserved and available for issuance, free of preemptive rights, a number of shares of common stock equal to three times the number of shares of common stock issuable upon conversion of the Notes and the Warrants.
Termination. The Notes and Warrants Purchase Agreement may be terminated by the Investors or the Company by written notice to the Company or the Investors, as applicable, after three months following the Signing Date if the first tranche has not closed.
The foregoing description of the Notes and Warrants Purchase Agreement is qualified in its entirety by reference to the full text of the Notes and Warrants Purchase Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Common Stock Purchase Agreement
On
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02. The Notes, Warrants and common stock to be issued in connection with the Notes and Warrants Purchase Agreement and the Common Stock Purchase Agreement will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
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Item 7.01. Regulation FD Disclosure
Press Release
On
Additional Information and Where to Find It
TCAC has filed with the
Participants in the Solicitation
TCAC and its directors and executive officers may be deemed participants in the
solicitation of proxies from TCAC's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in TCAC is contained in TCAC's registration
statement on Form 10-K, which was filed with the
SpringBig and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of TCAC in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the Business Combination when available.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or TCAC's or SpringBig's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro format enterprise value, and cash balance) and market opportunities of SpringBig are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
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These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by TCAC and its management, and SpringBig and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Amended and Restated Merger
Agreement; (2) the outcome of any legal proceedings that may be instituted
against TCAC, SpringBig, the combined company or others following the
announcement of the Business Combination; (3) the inability to complete the
Business Combination due to the failure to obtain approval of the shareholders
of TCAC or to satisfy other conditions to closing, including the satisfaction of
the minimum trust account amount following any redemptions; (4) changes to the
proposed structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (5) the ability to
meet stock exchange listing standards at or following the consummation of the
Business Combination; (6) the risk that the Business Combination disrupts
current plans and operations of SpringBig as a result of the announcement and
consummation of the Business Combination; (7) the ability to recognize the
anticipated benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations; (10) the possibility
that SpringBig or the combined company may be adversely affected by other
economic, business, and/or competitive factors; (11) the limited operating
history of SpringBig; (12) the SpringBig business is subject to significant
governmental regulation; (13) the SpringBig business may not successfully expand
into other markets; (14) the recent coronavirus (COVID-19) pandemic and its
impact on business and debt and equity markets; (15) operating a business in the
cannabis industry; and (16) other risks and uncertainties set forth in the
sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in TCAC's Registration Statement on Form 10-K, which was filed with
the
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, neither TCAC nor SpringBig undertakes any duty to update these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 10.1*# Securities Purchase Agreement, datedApril 29, 2022 , amongTuatara Capital Acquisition Corporation , and the purchasers party thereto 10.2*# Common Stock Purchase Agreement, datedApril 29, 2022 , betweenTuatara Capital Acquisition Corporation andCF Principal Investments LLC 10.3 Registration Rights Agreement, datedApril 29, 2022 , betweenTuatara Capital Acquisition Corporation andCF Principal Investments LLC 99.1 Press Release ofTuatara Capital Acquisition Corporation , datedMay 2, 2022 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 104.
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* Portions of the exhibit have been omitted pursuant to Item 601(b)(10) of
Regulation S-K because they are both (i) not material and (ii) contain personal
information.
# Certain exhibits and schedules have been omitted pursuant to Item 601(b)(10) of
Regulation S-K. The registrant hereby undertakes to furnish supplementally a
copy of any omitted exhibit or schedule upon request by the Securities and
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