TUAA CAPI Item 1.01 Entry Into A Material Definitive Agreement.
Amended and Restated Merger Agreement
On
The Amended and Restated Merger Agreement and the transactions contemplated thereby (the "Business Combination") were approved by the boards of directors of each of TCAC and SpringBig.
The Amended and Restated Merger Agreement provides for, among other things, an
amendment to the Original Merger Agreement in respect of (i) an implied equity
value of
The foregoing description of the Amended and Restated Merger Agreement is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Merger Agreement, a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated by reference.
Amendment to the Sponsor Letter Agreement
Concurrently with the execution of the Amended and Restated Merger Agreement, TCAC, Sponsor and SpringBig entered into an amendment to the sponsor letter agreement (the "Sponsor Letter Agreement Amendment"), pursuant to which the Sponsor has agreed to, among other things, forfeit 1,000,000 shares of its common stock of TCAC in connection with the Business Combination.
The foregoing description of the Sponsor Letter Agreement Amendment is subject to and qualified in its entirety by reference to the full text of of Sponsor Letter Agreement Amendment, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Additional Information and Where to Find It
TCAC has filed with the
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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.
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description Number
2.1† Amended and Restated Merger Agreement, dated as ofApril 14, 2022 , by and among TCAC, Merger Sub and SpringBig 10.1 Sponsor Letter Agreement Amendment
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
furnish supplementally a copy of all omitted exhibits and schedules to the
SEC upon its request.
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