Tuatara Capital Acquisition Corp

This amendment carries the audited financial statements the earlier ones were waiting on: balance sheets as of December 31, 2021 and 2020, a statement of operations running from January 24, 2020, and pro forma combined financial information for the year ended December 31, 2021 prepared on two alternative levels of redemption, none and maximum. Those two columns carry more weight in this deal than in most, because the transaction is not conditioned on the availability of PIPE proceeds or on a minimum cash condition — nothing caps how far redemptions can run.

The merger agreement was amended and restated wholesale and then amended again on the same day this registration statement was filed, so the terms were still moving as the document went out. Consideration is stated as resting on an implied equity value of $215 million, converted into shares for each SpringBig share other than dissenting shares. The domestication is expected to take effect before the closing but conditioned on it, which means the Delaware entity and the business combination stand or fall together rather than the SPAC redomiciling on its own.

The merger agreement was amended and restated on April 14, 2022 — the same day this amendment was filed — so the terms holders are being asked to approve are days old. The original agreement dated November 8, 2021 is not discarded either: the two together are what the document calls the merger agreement. Anyone comparing this filing with an earlier one is comparing against terms that the amended and restated version has since superseded.

The consideration is paid entirely in equity, on an implied equity value of $245 million and an assumed value of $10.00 per share. What sets this one apart is a condition that is absent: the background section records Tuatara deciding that a transaction with SpringBig should not be conditioned on the availability of PIPE proceeds or on a minimum cash condition. Financing is $200,000,000 of IPO proceeds in the trust account plus $13,100,000 of subscription proceeds, of which $7,000,000 had already been funded through convertible notes between SpringBig and certain subscription investors.

The consideration is fixed to a valuation, not a share count: each share of SpringBig common stock other than dissenting shares is converted into the applicable portion of merger consideration based on an implied equity value of $245 million. Financing is stated as $200,000,000 of initial public offering proceeds held in trust, plus interest accrued since the IPO, net of any redemptions in connection with the shareholder vote — so redemptions come straight out of the deal's funding. The cover also leaves the post-domestication name blank, printing the sentence with the name omitted.

What changed: 8-K of SpringBig Holdings, Inc. Item 5.02(d) (election of directors): on July 26, 2026 the Board appointed Jeffrey Harris to fill a vacancy, effective immediately. Under the bylaws the Board is divided into three classes and Mr. Harris will serve as a Class II director with a term expiring at the next annual meeting at which Class II directors are elected. He has not been appointed to any Board committee. The report states there are no arrangements or understandings between Mr. Harris and any other person under which he was selected. Why it matters: The new director is the Company's founder and former Chief Executive Officer, who the report says led SpringBig from founding until his resignation on March 31, 2025, and is now CEO of InteQ, a company he also founded. A founder returning to the board sixteen months after resigning as CEO is a governance change worth naming; the report gives no compensation terms and no committee role.

What changed: SpringBig Holdings, Inc., the Tuatara Capital Acquisition Corp successor, filed as Exhibit 10.1 a Reorganization Agreement dated July 13, 2026 among SpringBig Holdings as Parent, SpringBig, Inc., Shalcor Management Inc. as a Required Holder and as collateral and administrative agent, Lightbank II, L.P. as a Purchaser and Required Holder, and LS Round II, LLC as Transferee. The recitals state that principal plus accrued and unpaid interest owed to the Purchasers under notes issued pursuant to the Note Purchase Agreement of January 22, 2024 exceeds $12.4 million as of that date. Why it matters: A reorganization agreement negotiated with the secured noteholders, rather than a refinancing, is what a company signs when the debt cannot be repaid on its terms: more than $12.4 million of principal and accrued interest is owed to holders who also control the collateral agent role. The presence of a Transferee entity points to the notes or the underlying assets moving to a new holder as part of the restructuring. For former TCAC holders, common equity sits behind that secured claim in any outcome.

What changed: SpringBig Holdings, Inc., the Tuatara Capital Acquisition Corp successor, entered a Key Employee Retention, Transition and Resignation Agreement on June 29, 2026 with Jason Moos, who resigned as Chief Financial Officer effective June 30, 2026 but stayed employed through July 11, 2026 and will then consult for a limited period. The filing states there was no disagreement. He received a one-time $50,000 retention payment and will receive $10,000 a week for transition services, including a $37,500 advance. Why it matters: Losing the Chief Financial Officer two weeks before the company signed a reorganisation agreement with holders of more than $12.4 million of secured notes is the context that makes this more than a routine departure. Retaining him at $10,000 a week as a consultant indicates the finance function could not absorb the exit cleanly. For former TCAC holders it is a small cash cost but a signal about capacity at exactly the point where the debt restructuring is being negotiated.