SecProbe.io

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 SpringBig Holdings, Inc.

 621 NW 53rd Street

 Suite 340

 Boca Raton, Florida 33487

 September 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention:
 Mitchell Austin

 Re:
 SpringBig Holdings, Inc.

 Registration Statement on Form S-1

 File No. 333-289975

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
SpringBig Holdings, Inc., a Delaware corporation (the "Registrant"), hereby requests acceleration of effectiveness of its
registration statement on Form S-1 (File No. 333-289975), as amended, to 4:00 p.m. Eastern Time on September 11, 2025, or as soon as practicable
thereafter.

 The Registrant hereby authorizes Aslam A. Rawoof of Benesch Friedlander
Coplan & Aronoff LLP to orally modify or withdraw this request for acceleration.

 Please contact Aslam A. Rawoof of Benesch Friedlander Coplan &
Aronoff LLP at (646) 328-0498 or arawoof@beneschlaw.com with any questions you may have concerning this request, and please notify him
when this request for acceleration has been granted.

 Very truly yours,

 /s/ Jason Moos

 Chief Financial Officer, SpringBig Holdings, Inc.

 cc:
 Aslam A. Rawoof, Benesch Friedlander Coplan & Aronoff LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 9, 2025

Jaret Christopher
Chief Executive Officer
SpringBig Holdings, Inc.
621 NW 53rd Street, Suite 340
Boca Raton, Florida 33487

 Re: SpringBig Holdings, Inc.
 Registration Statement on Form S-1
 Filed September 2, 2025
 File No. 333-289975
Dear Jaret Christopher:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Mitchell Austin at 202-551-3574 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Aslam A. Rawoof
</TEXT>
</DOCUMENT>

CORRESP
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    SpringBig Holdings, Inc.

    621 NW 53rd Street

    Suite 500

    Boca Raton, Florida 33487

    July 30, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Technology

    100 F Street, N.E.

    Washington, D.C. 20549-3628

            Attention:

            Aliya Ishmukhamedova

            Jan Woo

            Re:

            SpringBig Holdings, Inc.

            Registration Statement on Form S-1

            File No. 333-280335

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, SpringBig Holdings, Inc., a Delaware corporation (the “Registrant”), hereby requests
      acceleration of effectiveness of its registration statement on Form S-1 (File No. 333-280335), as amended, to 4:00 p.m. Eastern Time on August 1, 2024, or as soon as practicable thereafter.

    The Registrant hereby authorizes Aslam A. Rawoof or William E. Doran of Benesch Friedlander Coplan & Aronoff LLP to orally modify or withdraw this request
      for acceleration.

    Please contact Aslam A. Rawoof of Benesch Friedlander Coplan & Aronoff LLP at (646) 328-0498 or arawoof@beneschlaw.com with any questions you may have
      concerning this request, and please notify him when this request for acceleration has been granted.

            Very truly yours,

            /s/ Paul Sykes

            Chief Financial Officer, SpringBig Holdings, Inc.

            cc:

            Aslam A. Rawoof, Benesch Friedlander Coplan & Aronoff LLP

            William E. Doran, Benesch Friedlander Coplan & Aronoff LLP

CORRESP
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    July 29, 2024

            Re:

            SpringBig Holdings, Inc.

            Registration Statement on Form S-1

            Filed June 20, 2024

            File No. 333-280335

    Ms. Aliya Ishmukhamedova

    Ms. Jan Woo

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Ms. Ishmukhamedova and Ms. Woo:

    On behalf of our client, SpringBig Holdings, Inc., a Delaware corporation (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration

        Statement”) contained in the Staff’s letter dated July 5, 2024 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement
      and is filing it together with this response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as
      a summary of the responsive actions taken. We have included page numbers to refer to the location in the Revised Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Registration Statement on Form S-1 filed June 20, 2024

    Selling Stockholders, page 83

            1.

            You disclose that “no Selling Stockholder is a broker-dealer or an affiliate of a broker-dealer” but note that some of your selling shareholders may be affiliates of broker-dealers. Please
              note that a registration statement registering the resale of shares being offered by a broker-dealer must identify the broker-dealer as an underwriter if the shares were not issued as underwriting compensation. For a selling stockholder that
              is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller purchased the securities in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the
              seller had no agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable to make these statements in the prospectus, please disclose that the selling stockholder is an underwriter.
              Please revise your disclosure accordingly or advise.

    Response: Please see footnote (12) to the “Selling Stockholders” table beginning on page 84 of the Revised Registration Statement, which has been added in response to this
      comment, identifying certain selling stockholders as an affiliate of a broker-dealer. Otherwise, based upon information supplied to the Company on behalf of each selling stockholder, no selling stockholder is a broker-dealer or an affiliate of a
      broker-dealer.

    Plan of Distribution, page 100

            2.

            We note your disclosure on page 101 that your selling securityholders may sell their securities in one or more underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding
              that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
              Regulation S-K.

    Response: The Company acknowledges the Staff’s comment and confirms its understanding that it will file a post-effective amendment to include any material information with
      respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information. In addition, the Company has revised the disclosure on page 103 of the Revised Registration Statement.

    ***

    Should any questions arise, please do not hesitate to contact me at (646) 328-0498 (tel.) or arawoof@beneschlaw.com or William E. Doran at (312) 212-4970 (tel.) or wdoran@beneschlaw.com. Thank you
      for your time and attention.

            Sincerely,

            /s/ Aslam A. Rawoof

            Aslam A. Rawoof

    Cc:

    Paul Sykes, Chief Financial Officer of SpringBig Holdings, Inc.

July 5, 2024
Paul Sykes
Chief Financial Officer
SpringBig Holdings, Inc.
621 NW 53rd Street
Suite 500
Boca Raton, Florida 33487
Re:SpringBig Holdings, Inc.
Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-280335
Dear Paul Sykes:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed June 20, 2024
Selling Stockholders, page 83
1.You disclose that “no Selling Stockholder is a broker-dealer or an affiliate of a broker-
dealer" but note that some of your selling shareholders may be affiliates of broker-dealers.
Please note that a registration statement registering the resale of shares being offered by a
broker-dealer must identify the broker-dealer as an underwriter if the shares were not
issued as underwriting compensation. For a selling stockholder that is an affiliate of a
broker-dealer, your prospectus must state, if true, that: (1) the seller purchased the
securities in the ordinary course of business; and (2) at the time of purchase of the
securities you are registering for resale, the seller had no agreements or understandings,
directly or indirectly, with any person, to distribute the securities. If you are unable to
make these statements in the prospectus, please disclose that the selling stockholder is an
underwriter. Please revise your disclosure accordingly or advise.

July 5, 2024
Page 2
Plan of Distribution, page 100
2.We note your disclosure on page 101 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm your understanding that the retention by a selling stockholder of an
underwriter would constitute a material change to your plan of distribution requiring a
post-effective amendment.  Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Aslam A. Rawoof

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      SpringBig Holdings, Inc.

      621 NW 53rd Street

      Suite 260

      Boca Raton, Florida 33487

      May 22, 2023

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Technology

      100 F Street, N.E.

      Washington, D.C. 20549

              Attention:

              Kyle Wiley

              Jan Woo

              Re:

              SpringBig Holdings, Inc.

              Registration Statement on Form S-1

              File No. 333-271353

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, SpringBig Holdings, Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form
        S-1 (File No. 333-271353), as amended, to 5:00 p.m. Eastern Time on May 24, 2023, or as soon as practicable thereafter.

      The Registrant hereby authorizes Aslam A. Rawoof or William E. Doran of Benesch Friedlander Coplan & Aronoff LLP to orally modify or withdraw this request for acceleration.

      Please contact Aslam A. Rawoof of Benesch Friedlander Coplan & Aronoff LLP at (646) 328-0498 or arawoof@beneschlaw.com with any questions you may have concerning this request, and please notify him when this request
        for acceleration has been granted.

              Very truly yours,

              /s/ Paul Sykes

              Chief Financial Officer, SpringBig Holdings, Inc.

              cc:

              William E. Doran, Benesch Friedlander Coplan & Aronoff LLP

            Aslam A. Rawoof, Benesch Friedlander Coplan & Aronoff LLP

CORRESP
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      SpringBig Holdings, Inc.

      621 NW 53rd Street

      Suite 260

      Boca Raton, Florida 33487

      May 16, 2023

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Technology

      100 F Street, N.E.

      Washington, D.C. 20549

              Attention:

              Kyle Wiley

              Jan Woo

              Re:

              SpringBig Holdings, Inc.

              Registration Statement on Form S-1

              File No. 333-271353

      Ladies and Gentlemen:

        Reference is made to our letter, filed as correspondence via EDGAR on May 11, 2023, in which we requested the acceleration of the
          effective date of the above-referenced Registration Statement on Form S-1 for 4:00 p.m., Eastern Time, on May 15, 2023, or as soon as practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

        We are no longer requesting that such Registration Statement be declared effective at that date and time and we hereby formally
          withdraw our request for acceleration of that effective date.

      Please contact Aslam A. Rawoof of Benesch Friedlander Coplan & Aronoff LLP at (646) 328-0498 or arawoof@beneschlaw.com with any questions you may have concerning this matter.

              Very truly yours,

              /s/ Paul Sykes

              Chief Financial Officer, SpringBig Holdings, Inc.

              cc:

              William E. Doran, Benesch Friedlander Coplan & Aronoff LLP

               Aslam A. Rawoof, Benesch Friedlander Coplan & Aronoff LLP

CORRESP
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      SpringBig Holdings, Inc.

      621 NW 53rd Street

      Suite 260

      Boca Raton, Florida 33487

      May 11, 2023

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Technology

      100 F Street, N.E.

      Washington, D.C. 20549

              Attention:

              Kyle Wiley

              Jan Woo

              Re:

              SpringBig Holdings, Inc.

              Registration Statement on Form S-1

              File No. 333-271353

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, SpringBig Holdings, Inc., a Delaware corporation (the “Registrant”),
        hereby requests acceleration of effectiveness of its registration statement on Form S-1 (File No. 333-271353), as amended, to 4:00 p.m. Eastern Time on May 15, 2023, or as soon as practicable thereafter.

      The Registrant hereby authorizes Aslam A. Rawoof or William E. Doran of Benesch Friedlander Coplan & Aronoff LLP to orally modify or
        withdraw this request for acceleration.

      Please contact Aslam A. Rawoof of Benesch Friedlander Coplan & Aronoff LLP at (646) 328-0498 or arawoof@beneschlaw.com with any
        questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

              Very truly yours,

              /s/ Paul Sykes

              Chief Financial Officer, SpringBig Holdings, Inc.

              cc:

              William E. Doran, Benesch Friedlander Coplan & Aronoff

United States securities and exchange commission logo
April 25, 2023
Jeffrey Harris
Chief Executive Officer
SpringBig Holdings, Inc.
621 NW 53rd Street, Suite 260
Boca Raton, Florida 33487
Re:SpringBig Holdings, Inc.
Registration Statement on Form S-1
Filed April 20, 2023
File No. 333-271353
Dear Jeffrey Harris:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kyle Wiley, Staff Attorney, at (202) 344-5791 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Aslam Rawoof

CORRESP
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        SpringBig Holdings, Inc.

      621 NW 53rd Street

      Suite 260

      Boca Raton, Florida 33487

      September 6, 2022

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Technology

      100 F Street, N.E.

      Washington, D.C. 20549

            Attention:

            Jeff Kauten

            Josh Shainess

            Larry Spirgel

            Re:

            SpringBig Holdings, Inc.

            Registration Statement on Form S-1

            File No. 333-266293

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, SpringBig Holdings, Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form
        S-1 (File No. 333-266293), as amended, to 9:00 a.m. Eastern Time on September 8, 2022, or as soon as practicable thereafter.

      The Registrant hereby authorizes Bill Doran of Benesch Friedlander Coplan & Aronoff LLP to orally modify or withdraw this request for acceleration.

      Please contact Bill Doran of Benesch Friedlander Coplan & Aronoff LLP at (312) 212-4970 or wdoran@beneschlaw.com with any questions you may have concerning this request, and please notify her when this request for
        acceleration has been granted.

                Very truly yours,

                /s/ Paul Sykes

                Chief Financial Officer, SpringBig Holdings, Inc.

            cc:

            Samantha Barbara, Benesch Friedlander Coplan & Aronoff

            Sarah M. Hesse, Benesch Friedlander Coplan & Aronoff

CORRESP
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      SpringBig Holdings, Inc.

      621 NW 53rd Street

      Suite 260

      Boca Raton, Florida 33487

      August 11, 2022

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Technology

      100 F Street, N.E.

      Washington, D.C. 20549

            Attention:

            Jeff Kauten

            Josh Shainess

              Larry Spirgel

            Re:

            SpringBig Holdings, Inc.

            Registration Statement on Form S-1

            File No. 333-266138

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, SpringBig Holdings, Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form
        S-1 (File No. 333-266138), as amended, to 5:30 p.m. Eastern Time on August 11, 2022, or as soon as practicable thereafter.

      The Registrant hereby authorizes Sarah Hesse of Benesch Friedlander Coplan & Aronoff LLP to orally modify or withdraw this request for acceleration.

      Please contact Sarah Hesse of Benesch Friedlander Coplan & Aronoff LLP at (312) 212-4966 or shesse@beneschlaw.com with any questions you may have concerning this request, and please notify her when this request for
        acceleration has been granted.

            Very truly yours,

            /s/ Paul Sykes

            Chief Financial Officer, SpringBig Holdings, Inc.

            cc:

            William Doran, Benesch Friedlander Coplan & Aronoff

            Sarah M. Hesse, Benesch Friedlander Coplan & Aronoff

CORRESP
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      SpringBig Holdings, Inc.

      621 NW 53rd Street

      Suite 260

      Boca Raton, Florida 33487

      August 11, 2022

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Technology

      100 F Street, N.E.

      Washington, D.C. 20549

            Attention:

            Jeff Kauten

            Josh Shainess

            Larry Spirgel

            Re:

            SpringBig Holdings, Inc.

            Registration Statement on Form S-1

            File No. 333-266010

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, SpringBig Holdings, Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form S-1 (File No.
        333-266010), as amended, to 5:30 p.m. Eastern Time on August 11, 2022, or as soon as practicable thereafter.

      The Registrant hereby authorizes Sarah Hesse of Benesch Friedlander Coplan & Aronoff LLP to orally modify or withdraw this request for acceleration.

      Please contact Sarah Hesse of Benesch Friedlander Coplan & Aronoff LLP at (312) 212-4966 or shesse@beneschlaw.com with any questions you may have concerning this request, and please notify her when this request for acceleration has been
        granted.

            Very truly yours,

            /s/ Paul Sykes

            Chief Financial Officer, SpringBig Holdings, Inc.

            cc:

            William Doran, Benesch Friedlander Coplan & Aronoff

            Sarah M. Hesse, Benesch Friedlander Coplan & Aronoff

CORRESP
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    August 5, 2022

            Re:

            SpringBig Holdings, Inc.

            Registration Statement on Form S-1

            Filed July 22, 2022

            File No. 333-266293

    CONFIDENTIAL

    Mr. Jeff Kauten

    Mr. Josh Shainess

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Messrs. Kauten and Shainess:

    On behalf of our client, SpringBig Holdings, Inc., a Delaware corporation (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration
        Statement”) contained in the Staff’s letter dated July 28, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement
      and is filing it together with this response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as
      a summary of the responsive actions taken. We have included page numbers to refer to the location in the Revised Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Registration Statement on Form S-1

    Summary of the Prospectus

    Background and Recent Developments, page 2

          1.

            Please revise to include a discussion of the material terms of the concurrent offerings that you are conducting and quantify the percentage of your public float that will become available for resale in the
              market pursuant to these registration statements.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 6 and 13-14 of the Revised Registration Statement. The Company respectfully advises
      the Staff that a description of the material terms of the concurrent offerings can be found on pages 2, 3, 4, 5, 6 and pages 64, 65 and 66 of the Revised Registration Statement.

    Risk Factors

    Future resales and/or issuances of Common Shares..., page 12

          2.

            Please expand your discussion here to reflect the fact you are conducting concurrent offerings that involve the potential sale of a substantial portion of shares for resale and discuss how such sales could
                impact the market price of the company’s common stock.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 13-14 of the Revised Registration Statement.

    The Notes and related agreements..., page 29

          3.

            Revise to specify each of the material restrictive covenants that may impose significant operating and financial restrictions on the company as a result of the L1 Financing.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 31 and 77 of the Revised Registration Statement.

    ***

    Should any questions arise, please do not hesitate to contact me at (312) 212-4966 (tel.) or shesse@beneschlaw.com or William E. Doran at (312) 212-4970 (tel.) or wdoran@beneschlaw.com. Thank you for
      your time and attention.

            Sincerely,

            /s/ Sarah M. Hesse

            Sarah M. Hesse

    Cc:

    Paul Sykes, Chief Financial Officer of SpringBig Holdings, Inc.

CORRESP
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    July 28, 2022

            Re:

            SpringBig Holdings, Inc.

            Registration Statement on Form S‑1

            Filed July 15, 2022

            File No. 333‑266138

    CONFIDENTIAL

    Mr. Jeff Kauten

    Mr. Josh Shainess

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Messrs. Kauten and Shainess:

    On behalf of our client, SpringBig Holdings, Inc. (the “Company”), we are responding to the comments from the Staff (the “Staff”)
      of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) contained in the
      Staff’s letter dated July 22, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing it together with this
      response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as
      a summary of the responsive actions taken. We have included page numbers to refer to the location in the Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Registration Statement on Form S‑1

    Cover Page

          1.

            For each of the securities being registered for resale, disclose the price that the selling securityholder paid for such securities.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page, page 44 and page 109 of the Revised Registration Statement.

    Page 2

          2.

            Disclose the exercise price of the warrants compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant holders will not
                exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock
                price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 15-16, 49, 74-76, 109, and 128 of the Revised Registration
      Statement.

          3.

            We note the significant number of redemptions of your common stock in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage of
                your public float. We also note that most of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current market price of the common stock. Highlight the significant negative
                impact sales of shares on this registration statement could have on the public trading price of the common stock.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 43-45 and 109 of the Revised Registration Statement.

    Risk Factors

    The Notes and related agreements; page 32

          4.

            Revise to specify each of the material restrictive covenants that may impose significant operating and financial restrictions on the company as a result of the L1 Financing.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 33 and 75-76 of the Revised Registration Statement.

    Risks Related to our Securities and Certain Tax Matters, page 41

          5.

            Revise to provide disclosure about the potential sales in the public market by L1 Capital that may occur pursuant to your resale registration statement initially filed on July 1. For example, address how
                such sales, when combined with the potential sales pursuant to this registration statement, could materially affect the trading price of your common shares.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 7-9, 43-45, and pages 74-76 of the Revised Registration Statement.

    The securities being offered in this prospectus; page 42

          6.

            Please disclose that even though the current trading price is significantly below the SPAC IPO price, certain selling securityholders may have an incentive to sell given that they purchased their shares at
                a significantly lower price than the public investors.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 44-45 and 109 of the Revised Registration Statement.

    Page 3

    Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview; page 58

          7.

            In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price
                of the warrants and the current trading price of the common shares, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to
                seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital. Additionally, address how the restrictive covenants resulting from the L1 Financing would affect or prohibit the company from
                raising additional capital.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 32-33 and 74-76 of the Revised Registration Statement.

          8.

            Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price
                of the company’s common stock. Your discussion should highlight the fact that institutional investors that are beneficial owners of over 50% of your outstanding shares, collectively, will be able to sell all of their shares for so long as
                the registration statement of which this prospectus forms a part is available for use.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 15-16, 44, 74-76, and 109 of the Revised Registration Statement.

    General

          9.

            Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that
                the selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the selling securityholders may experience a positive rate of return based
                on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the
                potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page, page 44 and page 109 of the Revised Registration Statement.

    ***

    Should any questions arise, please do not hesitate to contact me at (312) 212-4966 (tel.) or shesse@beneschlaw.com or William E. Doran at (312) 212-4970 (tel.) or wdoran@beneschlaw.com.  Thank you
      for your time and attention.

            Sincerely,

            /s/ Sarah M. Hesse

            Sarah M. Hesse

    Cc:

    Paul Sykes, Chief Financial Officer of SpringBig Holdings, Inc.

CORRESP
1
filename1.htm

    July 28, 2022

            Re:

            SpringBig Holdings, Inc.

            Registration Statement on Form S-1

            Filed July 1, 2022

            File No. 333-266010

    CONFIDENTIAL

    Mr. Jeff Kauten

    Mr. Josh Shainess

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Messrs. Kauten and Shainess:

    On behalf of our client, SpringBig Holdings, Inc., a Delaware corporation (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and
      Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated July 14, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing it together with this response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in
      italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the Revised Registration Statement, submitted on the date hereof, where the
      revised language addressing a particular comment appears.

    Registration Statement on Form S-1

    Cover Page

          1.

            For each of the securities being registered for resale, disclose the
                price that the selling securityholder paid for such securities.

    Response: The Company acknowledges the Staff’s
      comment and respectfully advises the Staff that the Registration Statement relates to the resale of shares of common stock of the Company underlying a convertible promissory note and warrants. The selling stockholder acquired the note and warrants
      for $10,000,000 in total cash consideration. The convertible note in the principal amount of $11,000,000 was issued to the selling stockholder in exchange for such $10,000,000 cash consideration and the warrant was issued for no additional
      consideration. In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 4, 6, 13-14 and 46 of the Revised Registration Statement.

    Page 2

          2.

            Please disclose the likelihood that warrant holders will not exercise
                their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As
                applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

    Response: In response to the Staff’s comment, the
      Company has revised the disclosure on the cover page and pages 5, 6, 11, 12, 29, 45, 46, 47, 51, and 62 of the Revised Registration Statement.

    Risk Factors

    Sales of our Common Shares..., page 11

          3.

            To illustrate the risk of the negative pressure potential sales of
                shares pursuant to this registration statement could have on the public trading price of the common shares, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent
                of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because
                of the lower price that they purchased their securities than the public investors.

    Response: In response to the Staff’s comment, Company
      has revised the disclosure on pages 6, 13-14, 40, and 46 of the Revised Registration Statement.

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that as set forth in the Revised Registration Statement, the selling
      stockholder acquired the note and warrants for $10,000,000 in total cash consideration. The convertible note in the principal amount of $11,000,000 was issued to the selling stockholder in exchange for such $10,000,000 cash consideration and the
      warrant was issued for no additional consideration. The shares of common stock underlying the note are issuable at an original conversion price of $12.00 shares based on the $11,000,000 principal amount of the note but represent a value of $10.90 per
      share based on the 916,667 shares issuable upon the conversion of the note for the $10,000,000 in cash consideration paid to the Company. While the warrants were issued for no additional consideration, they have a $12.00 exercise price. Accordingly,
      given the recent trading price of the Company’s common stock, it is our view that the selling stockholder did not purchase the shares at a lower price than the public investors. We acknowledge that the notes and warrants may be adjusted for dilution,
      the Company may elect to make certain payments on the notes in shares of common stock at a price less than the market value and the shares underlying the notes may be adjusted in the event of an event of default. However, the amount of such profit
      cannot be determined at this time.

    The Notes and related agreements restrict our ability to obtain additional
          debt and equity financing..., page 11

    Page 3

          4.

            Revise to specify each of the material restrictive covenants that may
                impose significant operating and financial restrictions on the company as a result of the L1 Financing.

    Response: In response to the Staff’s comment, the
      Company has revised the disclosure on pages 12, 30, 45 and 62-63 of the Revised Registration Statement.

    Management’s Discussion and Analysis of Financial Condition and Results of
          Operations Overview, page 45

          5.

            In light of the significant number of redemptions and the unlikelihood
                that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Common Shares, expand your discussion of capital
                resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise
                additional capital. Additionally, address how the restrictive covenants resulting from the L1 Financing would affect or prohibit the company from raising additional capital.

    Response: In response to the Staff’s comment, the
      Company has revised the disclosure on pages 62-63 of the Revised Registration Statement.

    General

          6.

            Revise your prospectus to disclose the price that the selling
                securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholder acquired its shares and warrants, and the price that the public
                securityholders acquired their shares and warrants. To the extent applicable, disclose that while the selling securityholder may experience a positive rate of return based on the current trading price, the public securityholders may not
                experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholder will earn based on the
                current trading price. Lastly, please include appropriate risk factor disclosure.

    Response: In response to the Staff’s comment, Company
      has revised the disclosure on pages 6, 13-14, 40, and 46 of the Revised Registration Statement. The Company acknowledges the Staff’s comment and respectfully refers to its response to Comment #3, above.

    ***

    Should any questions arise, please do not hesitate to contact me at (312) 212-4966 (tel.) or shesse@beneschlaw.com or William E. Doran
      at (312) 212-4970 (tel.) or wdoran@beneschlaw.com. Thank you for your time and attention.

            Sincerely,

            /s/ Sarah M. Hesse

            Sarah M. Hesse

    Cc:

    Paul Sykes, Chief Financial Officer of SpringBig Holdings, Inc.

United States securities and exchange commission logo
July 28, 2022
Jeffrey Harris
Chief Executive Officer
SpringBig Holdings, Inc.
621 NW 53rd Street, Suite 260
Boca Raton, FL 33487
Re:SpringBig Holdings, Inc.
Registration Statement on Form S-1
Filed July 22, 2022
File No. 333-266293
Dear Mr. Harris:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Summary of the Prospectus
Background and Recent Developments, page 2
1.Please revise to include a discussion of the material terms of the concurrent offerings that
you are conducting and quantify the percentage of your public float that will become
available for resale in the market pursuant to these registration statements.
Risk Factors
Future resales and/or issuances of Common Shares..., page 12
2.Please expand your discussion here to reflect the fact you are conducting concurrent
offerings that involve the potential sale of a substantial portion of shares for resale and
discuss how such sales could impact the market price of the company’s common stock.

 FirstName LastNameJeffrey Harris
 Comapany NameSpringBig Holdings, Inc.
 July 28, 2022 Page 2
 FirstName LastName
Jeffrey Harris
SpringBig Holdings, Inc.
July 28, 2022
Page 2
The Notes and related agreements..., page 29
3.Revise to specify each of the material restrictive covenants that may impose significant
operating and financial restrictions on the company as a result of the L1 Financing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah M. Hesse, Esq.

United States securities and exchange commission logo
July 21, 2022
Jeffrey Harris
Chief Executive Officer
SpringBig Holdings, Inc.
621 NW 53rd Street, Suite 260
Boca Raton, FL 33487
Re:SpringBig Holdings, Inc.
Registration Statement on Form S-1
Filed July 15, 2022
File No. 333-266138
Dear Mr. Harris:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholder paid for such securities.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
securities.  If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants.  Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price.  As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.

 FirstName LastNameJeffrey Harris
 Comapany NameSpringBig Holdings, Inc.
 July 21, 2022 Page 2
 FirstName LastNameJeffrey Harris
SpringBig Holdings, Inc.
July 21, 2022
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock.  Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.
Risk Factors
The Notes and related agreements..., page 32
4.Revise to specify each of the material restrictive covenants that may impose significant
operating and financial restrictions on the company as a result of the L1 Financing.
Risks Related to our Securities and Certain Tax Matters, page 41
5.Revise to provide disclosure about the potential sales in the public market by L1 Capital
that may occur pursuant to your resale registration statement initially filed on July 1.  For
example, address how such sales, when combined with the potential sales pursuant to this
registration statement, could materially affect the trading price of your common shares.
The securities being offered in this prospectus..., page 42
6.Please disclose that even though the current trading price is significantly below the SPAC
IPO price, certain selling securityholders may have an incentive to sell given that they
purchased their shares at a significantly lower price than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 58
7.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.  Additionally, address how the restrictive covenants resulting
from the L1 Financing would affect or prohibit the company from raising additional
capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that institutional investors that are beneficial owners of over 50% of
your outstanding shares, collectively, will be able to sell all of their shares for so long as
the registration statement of which this prospectus forms a part is available for use.

 FirstName LastNameJeffrey Harris
 Comapany NameSpringBig Holdings, Inc.
 July 21, 2022 Page 3
 FirstName LastName
Jeffrey Harris
SpringBig Holdings, Inc.
July 21, 2022
Page 3
General
9.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Disclose that
while the selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah M. Hesse

United States securities and exchange commission logo
July 14, 2022
Jeffrey Harris
Chief Executive Officer
SpringBig Holdings, Inc.
621 NW 53rd Street, Suite 260
Boca Raton, FL 33487
Re:SpringBig Holdings, Inc.
Registration Statement on Form S-1
Filed July 1, 2022
File No. 333-266010
Dear Mr. Harris:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholder paid for such securities.
2.Please disclose the likelihood that warrant holders will not exercise their warrants. Provide
similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.

 FirstName LastNameJeffrey Harris
 Comapany NameSpringBig Holdings, Inc.
 July 14, 2022 Page 2
 FirstName LastName
Jeffrey Harris
SpringBig Holdings, Inc.
July 14, 2022
Page 2
Risk Factors
Sales of our Common Shares..., page 11
3.To illustrate the risk of the negative pressure potential sales of shares pursuant to this
registration statement could have on the public trading price of the common shares,
disclose the purchase price of the securities being registered for resale and the percentage
that these shares currently represent of the total number of shares outstanding.  Also
disclose that even though the current trading price is significantly below the SPAC IPO
price, the private investors have an incentive to sell because they will still profit on sales
because of the lower price that they purchased their securities than the public investors.
The Notes and related agreements restrict our ability to obtain additional debt and equity
financing..., page 11
4.Revise to specify each of the material restrictive covenants that may impose significant
operating and financial restrictions on the company as a result of the L1 Financing.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 45
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Common
Shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.  Additionally, address how the restrictive covenants resulting
from the L1 Financing would affect or prohibit the company from raising additional
capital.
General
6.Revise your prospectus to disclose the price that the selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that the selling securityholder acquired its shares and warrants, and the
price that the public securityholders acquired their shares and warrants.  To the extent
applicable, disclose that while the selling securityholder may experience a positive rate of
return based on the current trading price, the public securityholders may not experience a
similar rate of return on the securities they purchased due to differences in the purchase
prices and the current trading price.  Please also disclose the potential profit the selling
securityholder will earn based on the current trading price.  Lastly, please include
appropriate risk factor disclosure.

 FirstName LastNameJeffrey Harris
 Comapany NameSpringBig Holdings, Inc.
 July 14, 2022 Page 3
 FirstName LastName
Jeffrey Harris
SpringBig Holdings, Inc.
July 14, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sarah M. Hesse, Esq.

151 W. 42nd Street, 32nd Floor
New York, NY 10036
bmocm.com
May 19, 2022
VIA Email:  Countrymanv@sec.gov
Vanessa Countryman
United States Securities and Exchange Commission 100 F Street, N.E.
Washington, D.C. 20549
Attention: Vanessa Countryman, Secretary of the SEC
Re:  Resignation and Waiver of Deferred Fee by BMO Capital Markets Corp. in
Connection with Tuatara Capital Acquisition Corp. Initial Public Offering
Dear Ms. Countryman:
BMO Capital Markets Corp. (“BMO”) previously served as one of the underwriters for Tuatara
Capital Acquisition Corp. (“Tuatara”) in its initial public offering (the “IPO”). On May 18, 2022, BMO
provided notice to Tuatara that BMO is resigning and refusing to act as underwriter, and is
gratuitously and without any consideration waiving any entitlement to its portion of the deferred underwriting fee that accrued from its participation in Tuatara’s IPO, as reflected in the underwriting
agreement, dated on or about February 11, 2021. BMO did not participate in any aspect of the
proposed business combination with SpringBig, Inc. and Tuatara has no other contractual relationship with BMO.
This letter is being furnished by BMO to the Securities and Exchange Commission pursuant to
Section 11(b) of the Securities Act of 1933, as amended, to disclaim any responsibility by BMO for
any part of Tuatara’s registration statement originally filed on Form S-4 on February 10, 2022,
including any amendments thereto.
Please contact me at (212)-605-1414 or email me at brian1.riley@bmo.com if you have any
questions or require further information.
Sincerely,
Brian Riley
Managing Director BMO Capital Markets
Sincere ly,
B i Ril

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

May 13, 2022
U.S. Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re: Tuatara Capital Acquisition Corporation
Registration Statement on Form S-4 (the “Registration Statement”)
File No. 333-262628
Ladies and Gentlemen:
J.P. Morgan Securities LLC (“J.P. Morgan”) is sending this notice to the Securities and Exchange
Commission (the “Commission”) in accordance with the procedures described in Section 11(b)(1) of the Securities Act of 1933, as amended.
In February, 2021, J.P. Morgan acted as an underwriter in the initial public offering of stock of Tuatara
Capital Acquisition Corporation, a special purpose acquisition vehicle (the “SPAC”). In connection with such offering, J.P. Morgan received a portion of its underwriting fee and was entitled to receive the remainder in connection with any acquisition by the SPAC. J.P. Morgan has not participated in connection with the SPAC’s proposed acquisition transaction described in the above-referenced Registration Statement filed with the Commission (the “Transaction”) and has notified the SPAC that J.P. Morgan has waived its right to receive any remaining underwriting fee in connection with the February 2021 offering of the SPAC’s common stock.
As a result, J.P. Morgan Securities LLC hereby notifies the Commission that it disclaims any responsibility
for the above-referenced Registration Statement.  Nothing in this letter is intended to constitute an acknowledgement or admission, and J.P. Morgan expressly denies, that it is a statutory underwriter in connection with the Transaction.

      Very truly yours,
      J.P. MORGAN SECURITIES LLC

      By: _______________________________
      Name: Brittany Collier
Title: Managing Director

CORRESP
1
filename1.htm

    Tuatara Capital Acquisition Corporation

    655 Third Avenue, 8th Floor

    New York, New York 10017

    May 16, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Technology

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Dave Edgar

          Kathleen Collins

          Edwin Kim

          Larry Spirgel

            Re:

            Tuatara Capital Acquisition Corporation

          Registration Statement on Form S-4

          File No. 333-262628

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form
      S-4 (File No. 333-262628), as amended, to 5:30 p.m. Eastern Time on May 16, 2022, or as soon as practicable thereafter.

    The Registrant hereby authorizes Derek J. Dostal of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.

    Please contact Derek J. Dostal of Davis Polk & Wardwell LLP at (212) 450-4322 or derek.dostal@davispolk.com with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

            Very truly yours,

            /s/ Albert Foreman

            Chief Executive Officer, Tuatara Capital Acquisition Corporation

            cc:

            Derek J. Dostal, Davis Polk & Wardwell LLP

            Leonard Kreynin, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

    draft

    Derek Dostal

    +1 212 450-4322

    derek.dostal@davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    Confidential

    May 16, 2022

    Re:
    Tuatara Capital Acquisition Corporation

Amendment No. 6 to Registration Statement on Form S-4

Filed May 16, 2022

CIK No. 0001801602

Mr. Larry Spirgel

Mr. Edwin Kim

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-3628

Dear Mr. Spirgel and Mr. Kim:

On behalf of our client, Tuatara Capital Acquisition Corporation, a
Cayman Islands exempted company (the “Company”), we are responding to two oral comments from the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement
on Form S-4 (the “Registration Statement”) received by phone on May 16, 2022 (the “Comments”). In
response to the Comments, the Company has agreed to reflect the edits set forth in Exhibit A in the 424(b)(3) definitive proxy
to be filed on or about May 17, 2022 (the “Definitive Proxy”).

***

Should any questions arise, please do not hesitate to contact me at
(212) 450-4322 (tel) or derek.dostal@davispolk.com, or Leonard Kreynin at (212) 450-4937 (tel) or leonard.kreynin@davispolk.com. Thank
you for your time and attention.

    Very truly yours,

    /s/ Derek Dostal

    Derek Dostal

cc: Albert Foreman, Chief Executive Officer of the Company

Sergey Sherman, Chief Financial Officer of Tuatara Capital Acquisition Corporation

Paul Sykes, Chief Financial Officer of SpringBig, Inc.

William Doran, Benesch, Friedlander, Coplan & Aronoff LLP

Sarah M. Hesse, Benesch, Friedlander, Coplan & Aronoff LLP

Exhibit A

therewith, to be paid upon the
closing of such financing, and which will in no event be less than $1,500,000. For its role as capital markets advisor, Tuatara agreed
to pay Cantor an advisory fee of $5,000,000 upon the consummation of the merger ($2,000,000 of which is payable in cash, and the remainder
payable in cash and common stock of New SpringBig, with the portions of each to depend on the final amount of redemptions from Tuatara's
trust account established for the benefit of the public stockholders in connection with merger). In addition, on April 29, 2022, one
of Cantor’s affiliates, CF Principal Investments LLC, entered into the Common Stock Purchase Agreement related to the Facility.
In connection with the execution of the Common Stock Purchase Agreement, New SpringBig agreed to, among other things, issue a number
of shares of common stock equal to the quotient obtained by dividing (i) $1,500,000 and (ii) the VWAP over the five trading days immediately
preceding the filing of the Cantor Resale Registration Statement to CF Principal Investments LLC as consideration for its irrevocable
commitment to purchase the common stock upon the terms and subject to the satisfaction of the conditions set forth in the Common Stock
Purchase Agreement. Because (i) Cantor will receive its financial advisor, placement agent and arranger fee upon closing of the Convertible
Notes Financing, (ii) Cantor will receive (i) its financial advisor, placement agent and arranger fee upon closing of the equity line
financing entered into with Cantor's affiliate and (ii) the portion of its advisory fee discussed above for its capital markets advisory
services upon the consummation of the merger and (iii) CF Principal Investments LLC will be
participating in the Facility and will receive compensation under the terms of the Common Stock Purchase Agreement, investors should
be aware of the potential conflicts of interest owing to Cantor’s multiple roles in the business combination process.

J.P. Morgan Securities LLC (“
J.P. Morgan” ), one of the underwriters in Tuatara’s IPO, was to be compensated in part on a deferred basis for already-rendered
underwriting services in connection with Tuatara’s IPO, yet J.P. Morgan gratuitously
and without any consideration from Tuatara waived such compensation and disclaimed any responsibility for this proxy statement
/ prospectus.

On May 13,
2022, Tuatara received a letter from J.P. Morgan Securities, one of the underwriters in its IPO, waiving any entitlement to its portion
of the deferred underwriting fee that accrued from its participation in Tuatara’s IPO in the amount of $4.2
million. This fee was agreed between Tuatara and J.P. Morgan in the IPO underwriting agreement signed by the parties on February 11, 2021,
and was earned in full upon completion of the IPO but payment was conditioned upon closing of Tuatara’s business
combination such that the waiver was given by J.P. Morgan on a gratuitous basis without any consideration to J.P. Morgan from Tuatara.
J.P. Morgan informed Tuatara that, since they were not mandated in any capacity in connection with the proposed business combination with
SpringBig and had not done any diligence in respect of SpringBig, they were waiving their fee. J.P. Morgan did
not give Tuatara any further reasons for the waiver of its fee. While J.P. Morgan did not participate in any aspect
of the proposed business combination with SpringBig and Tuatara has no other contractual relationship with J.P. Morgan, investors should
be aware that the waiver of a deferred underwriting fee is unusual and some investors may find the proposed business combination less
attractive as a result. This may make it more difficult for Tuatara to complete the proposed business combination with SpringBig.

We are an emerging growth company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance
with other public companies.

We are an
emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. As a result, our shareholders may not have access to certain information they may deem important. We could remain an emerging
growth company for up to five years from the date of our IPO, although circumstances could cause us to lose that status earlier, including
if the market value of our Class A ordinary shares held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in
which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will
find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as
a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may
be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

97

CORRESP
1
filename1.htm

            Derek Dostal

            +1 212 450-4322

            derek.dostal@davispolk.com

            Davis Polk & Wardwell llp

            450 Lexington Avenue

              New York, NY 10017

            CONFIDENTIAL

    May 16, 2022

            Re:

            Tuatara Capital Acquisition Corporation

            Amendment No. 5 to Registration Statement on Form S-4

            Filed May 12, 2022

            CIK No. 0001801602

    CONFIDENTIAL

    Mr. Larry Spiergel

    Mr. Edwin Kim

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Mr. Edgar and Ms. Collins:

    On behalf of our client, Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”)

      of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 5 to Registration Statement on Form S-4 (the “Registration Statement”)

      contained in the Staff’s letter dated May 13, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing it
      together with this response letter (the “Revised Registration Statement”).

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
      have included page numbers to refer to the location in the Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Amendment No. 5 to Form S-4 filed May 12, 2022

    Risk Factors, page 58

          1.

            Include a separately captioned risk factor highlighting the potential conflicts of interest involving Cantor Fitzgerald due to its dual role as financial advisor to the Company in the merger transaction and
              financier as part of the Cantor Equity Financing, if the merger is consummated.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure beginning on page 96 of the Revised Registration Statement.

    General

          2.

            We understand that J.P. Morgan Securities LLC, the lead underwriter in your SPAC IPO, intends on waiving its deferred underwriting commissions as part of the closing of the Business Combination. Please disclose
              how this waiver was obtained, why the waiver was agreed to, and clarify the current relationship with J.P. Morgan Securities and Tuatara. Please also revise your pro forma financial information and relevant disclosure referring to the payment
              of deferred underwriting commissions.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 3, 23, 43, 55-56, 89, 97, 140, 146, 191-192, 194-196, 200-201 and 211-212 of the Revised Registration
      Statement.

          3.

            Please describe what relationship existed between J.P. Morgan Securities and Tuatara after the close of the IPO, including any financial or merger-related advisory services. We note that J.P. Morgan is not
              described in the Background of the Business Combination, so it is not clear if they had any role in the identification or evaluation of business combination targets. We note that your underwriting agreement for the SPAC IPO required you to
              provide notice to the underwriters’ representatives and their counsel upon the engagement of any investment banking, financial, advisory or consulting services for merger and acquisition-related services.

    Response:          The Company acknowledges the Staff’s comment and respectfully advises the Staff that there was no formal relationship established between J.P. Morgan Securities and Tuatara after the close
      of the IPO. Aside from general dialogue between representatives of Tuatara and J.P. Morgan Securities (and other investment banking professionals) about sourcing targets and broader SPAC market conditions in the ordinary course, J.P. Morgan
      Securities was not retained in any role after the IPO. As a result, and as noted in the Background of the Business Combination section of the Revised Registration Statement, J.P. Morgan Securities did not participate in the proposed business
      combination with SpringBig. Nor was J.P. Morgan Securities involved in the identification or evaluation of SpringBig as a business combination target. In response to your comment about the SPAC IPO underwriting agreement, the Company respectfully
      notes that the underwriting agreement contained a customary FINRA notice provision that required the Company to provide the underwriters and their counsel of the engagement of any investment banking, financial, advisory or consulting services related
      the merger for a period of 60 days following effectiveness of the registration statement on Form S-1. This 60-day period expired on April 12, 2021, so no notice was provided under this provision in respect of Cantor or any other investment bank
      because Cantor was not engaged as capital markets advisor until August 2021. In response to the Staff’s comment, the Company has also revised its disclosure on pages 97, 194, 200 and 211-212 of the Revised Registration Statement.

      2

          4.

            Tell us whether J.P. Morgan Securities was involved in the preparation of any disclosure that is included in the Form S-4 registration statement, including any analysis underlying disclosure in the registration
              statement. If so, clarify their involvement, whether they have retracted any work product associated with the transaction, and the risk of such withdrawal and reliance on their expertise. Further, please clarify that J.P. Morgan claims no
              role in the SPAC’s business combination transaction and has affirmatively disclaimed any responsibility for any of the disclosure in this registration statement.

    Response:          The Company acknowledges the Staff’s comment and respectfully advises the Staff that J.P. Morgan Securities was not involved in the preparation of any disclosure that is included in the
      Revised Registration Statement (or any prior filing of the Company’s registration statement for the proposed business combination with SpringBig).  J.P. Morgan also did not provide any work product upon which any disclosure relies, and therefore the
      waiver of J.P. Morgan of its deferred underwriting discount does not impact any analysis underlying the Company’s decision to pursue the business combination with SpringBig. In its waiver letter, and consistent with the fact that J.P. Morgan
      Securities was not involved in the proposed business combination process, J.P. Morgan Securities explicitly waived any responsibility for the disclosure in the registration statement. In response to the Staff’s comment, the Company has also revised
      its disclosure on pages 97, 194, 200 and 211-212 of the Revised Registration Statement.

          5.

            Please tell whether you are aware of any disagreements with J.P. Morgan Securities regarding the disclosure in your registration statement. Further, please add a risk factor that clarifies that J.P. Morgan
              Securities was to be compensated, in part, on a deferred basis for its underwriting services in connection with the SPAC IPO and such services have already been rendered, yet J.P. Morgan Securities will waives such fees and disclaim
              responsibility for the Form S-4 registration statement. Clarify the unusual nature of such a fee waiver and the impact of it on the evaluation of the business combination.

    Response:          The Company acknowledges the Staff’s comments and respectfully advises the Staff that it is not aware of any disagreements with J.P. Morgan Securities regarding the disclosure in the
      registration statement or more generally. In response to the Staff’s comment, the Company has also revised its disclosure on page 97 of the Revised Registration Statement to add the requested risk factor.

    ***

    Should any questions arise, please do not hesitate to contact me at (212) 450-4322 (tel) or derek.dostal@davispolk.com, or Leonard Kreynin at (212) 450-4937 (tel) or leonard.kreynin@davispolk.com. Thank you for your time and attention.

    Very truly yours,

    /s/ Derek Dostal

    Derek Dostal

    cc:

    Albert Foreman, Chief Executive Officer of the Company

    Sergey Sherman, Chief Financial Officer of Tuatara Capital Acquisition Corporation

    Paul Sykes, Chief Financial Officer of SpringBig, Inc.

    Leonard Kreynin, Davis Polk & Wardwell LLP

    William Doran, Benesch, Friedlander, Coplan & Aronoff LLP

    Sarah M. Hesse, Benesch, Friedlander, Coplan & Aronoff LLP

United States securities and exchange commission logo
May 13, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re:Tuatara Capital Acquisition Corporation
Amendment No. 5 to Registration Statement on Form S-4
Filed May 12, 2022
File No. 333-262628
Dear Mr. Foreman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form S-4
Risk Factors, page 58
1.Include a separately captioned risk factor highlighting the potential conflicts of interest
involving Cantor Fitzgerald due to its dual role as financial advisor to the Company in the
merger transaction and financier as part of the Cantor Equity Financing, if the merger is
consummated.
General
2.We understand that J.P. Morgan Securities LLC, the lead underwriter in your SPAC IPO,
intends on waiving its deferred underwriting commissions as part of the closing of the
Business Combination.  Please disclose how this waiver was obtained, why the waiver
was agreed to, and clarify the current relationship with J.P. Morgan Securities and

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 May 13, 2022 Page 2
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
May 13, 2022
Page 2
Tuatara.  Please also revise your pro forma financial information and relevant disclosure
referring to the payment of deferred underwriting commissions.
3.Please describe what relationship existed between J.P. Morgan Securities and Tuatara
after the close of the IPO, including any financial or merger-related advisory services.  We
note that J.P. Morgan is not described in the Background of the Business Combination, so
it is not clear if they had any role in the identification or evaluation of business
combination targets.  We note that your underwriting agreement for the SPAC IPO
required you to provide notice to the underwriters’ representatives and their counsel upon
the engagement of any investment banking, financial, advisory or consulting services for
merger and acquisition-related services.
4.Tell us whether J.P. Morgan Securities was involved in the preparation of any disclosure
that is included in the Form S-4 registration statement, including any analysis
underlying disclosure in the registration statement.  If so, clarify their involvement,
whether they have retracted any work product associated with the transaction, and the risk
of such withdrawal and reliance on their expertise.  Further, please clarify that J.P.
Morgan claims no role in the SPAC’s business combination transaction and has
affirmatively disclaimed any responsibility for any of the disclosure in this registration
statement.
5.Please tell whether you are aware of any disagreements with J.P. Morgan Securities
regarding the disclosure in your registration statement.  Further, please add a risk factor
that clarifies that J.P. Morgan Securities was to be compensated, in part, on a deferred
basis for its underwriting services in connection with the SPAC IPO and such services
have already been rendered, yet J.P. Morgan Securities will waives such fees and disclaim
responsibility for the Form S-4 registration statement.  Clarify the unusual nature of such a
fee waiver and the impact of it on the evaluation of the business combination.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 3297 or Larry Spirgel, Office Chief, at (20) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Leonard Kreynin, Esq.

CORRESP
1
filename1.htm

              Derek Dostal

              +1 212 450-4322

              derek.dostal@davispolk.com

              Davis Polk & Wardwell llp

              450 Lexington Avenue

                New York, NY 10017

              Confidential

            May 12, 2022

            Re:

            Tuatara Capital Acquisition Corporation

              Amendment No. 4 to Registration Statement on Form S-4

              Filed May 11, 2022

              CIK No. 0001801602

            CONFIDENTIAL

    Mr. Dave Edgar

    Ms. Kathleen Collins

    Division of Corporation Finance

    Office of Technology

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549-3628

    Dear Mr. Edgar and Ms. Collins:

    On behalf of our client, Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”)

      of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 4 to Registration Statement on Form S-4 (the “Registration Statement”)

      contained in the Staff’s letter dated May 12, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing it
      together with this response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
      have included page numbers to refer to the location in the Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Amendment No. 4 to Form S-4 filed May 11, 2022

    Questions and Answers About the Transaction Proposals for Tuatara Shareholders

    Why is Tuatara proposing the Notes and Warrants Proposal?, page 20

              1.

              We note your response to prior comment 3 regarding your Convertible Notes Financing’s restrictive covenants. You reference that these restrictive covenants may be waived by the noteholder. While you disclose
                that you currently only have one Notes subscriber, you are soliciting further investors for your convertible notes. Please clarify whether all noteholders must waive any restrictive covenant and if so, your risk factor on page 73 should
                address the difficulty to obtain such a waiver should there be many noteholders for your Convertible Notes Financing.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 21, 39, 73, 120, 211 and 239 of the Revised Registration Statement.

    Unaudited Pro Forma Condensed Combined Financial Information

    Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 192

              2.

              We note your revised disclosures in response to prior comment 6 where you state that the pro forma financial statements do not give effect to the Cantor Equity Financing. While the merger is not contingent
                upon this Agreement, it appears to have been entered into in anticipation of the merger. As such, please revise the pro forma footnotes to include a discussion of the Cantor Equity Financing and the potential impact, including any dilutive
                effect, should New SpringBig exercise their rights under such Agreement. Refer to Article 11-01(a)(8) of Regulation S-X.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 184 and 194-195 of the Revised Registration Statement.

    ***

    Should any questions arise, please do not hesitate to contact me at (212) 450-4322 (tel) or derek.dostal@davispolk.com, or Leonard Kreynin at (212) 450-4937 (tel) or leonard.kreynin@davispolk.com. Thank you for your time and attention.

            Very truly yours,

            /s/ Derek Dostal

            Derek Dostal

    cc:

    Albert Foreman, Chief Executive Officer of the Company

    Sergey Sherman, Chief Financial Officer of Tuatara Capital Acquisition Corporation

    Paul Sykes, Chief Financial Officer of SpringBig, Inc.

    Leonard Kreynin, Davis Polk & Wardwell LLP

    William Doran, Benesch, Friedlander, Coplan & Aronoff LLP

    Sarah M. Hesse, Benesch, Friedlander, Coplan & Aronoff LLP

United States securities and exchange commission logo
May 12, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re:Tuatara Capital Acquisition Corporation
Amendment No. 4 to Registration Statement on Form S-4
Filed May 11, 2022
File No. 333-262628
Dear Mr. Foreman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 10, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4
Questions and Answers About the Transaction Proposals for Tuatara Shareholders
Why is Tuatara proposing the Notes and Warrants Proposal?, page 20
1.We note your response to prior comment 3 regarding your Convertible Notes Financing's
restrictive covenants.  You reference that these restrictive covenants may be waived by the
noteholder.  While you disclose that you currently only have one Notes subscriber, you
are soliciting further investors for your convertible notes.  Please clarify whether all
noteholders must waive any restrictive covenant and if so, your risk factor on page 73
should address the difficulty to obtain such a waiver should there be many noteholders for
your Convertible Notes Financing.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 May 12, 2022 Page 2
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
May 12, 2022
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 192
2.We note your revised disclosures in response to prior comment 6 where you state that the
pro forma financial statements do not give effect to the Cantor Equity Financing.  While
the merger is not contingent upon this Agreement, it appears to have been entered into in
anticipation of the merger.  As such, please revise the pro forma footnotes to include a
discussion of the Cantor Equity Financing and the potential impact, including any dilutive
effect, should New SpringBig exercise their rights under such Agreement.  Refer to
Article 11-01(a)(8) of Regulation S-X.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Leonard Kreynin, Esq.

CORRESP
1
filename1.htm

            Derek Dostal

            +1 212 450-4322

            derek.dostal@davispolk.com

            Davis Polk & Wardwell llp

            450 Lexington Avenue

              New York, NY 10017

            CONFIDENTIAL

    May 11, 2022

            Re:

            Tuatara Capital Acquisition Corporation

            Amendment No. 3 to Registration Statement on Form S-4

            Filed May 4, 2022

            CIK No. 0001801602

    CONFIDENTIAL

    Mr. Dave Edgar

    Ms. Kathleen Collins

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Mr. Edgar and Ms. Collins:

    On behalf of our client, Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”)

      of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 3 to Registration Statement on Form S-4 (the “Registration Statement”)

      contained in the Staff’s letter dated May 10, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing it
      together with this response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
      have included page numbers to refer to the location in the Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Amendment No. 3 to Form S-4 filed May 5, 2022

    Questions and Answers About the Transaction Proposals for Tuatara Shareholders

    Why is Tuatara proposing the Notes and Warrants Proposal?, page 20

          1.

            Please clarify the purpose of the shareholder vote for the Notes and Warrants Proposal. We note that your updates to the background of the business combination do not address why the Convertible Notes Financing
              required shareholder approval as a condition for closing. For example, if it relates to the possibility that Nasdaq Rule 5635 requiring a shareholder vote for the issuance of more than 20% of a listed company’s total shares outstanding in a
              private placement, please so indicate, and explain how this rule might be implicated.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 20-21 and 175 of the Revised Registration Statement.

          2.

            On pages 37 and 116, you reference that $11 million of the Convertible Notes Financing is subscribed. According to Exhibit 10.9, L1 Capital Global Opportunities Master Fund appears to be the only committed
              investor. If true, please clarify that there is currently only one investor, and as a result, there is a risk that the Convertible Notes Financing will not be fully subscribed and that New SpringBig may not receive the entire $22 million net
              of the original issue discount. Similarly clarify either in a separate Q&A or in the summary section that New SpringBig will not immediately receive the funds pursuant to the $50 million Cantor Fitzgerald equity lines agreement and may
              never receive such funds.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 38, 39, 118, 120, 209 and 237 of the Revised Registration Statement.

          3.

            As noted on page 70, New SpringBig will be restricted in issuing dividends, issuing new indebtedness, and selling assets. Please disclose these restrictions in your Q&A. Further, please clarify whether New
              SpringBig must receive a waiver from all noteholders or retire such debt if it wishes to enter into such a transaction.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 21, 38, 119, 209 and 237 of the Revised Registration Statement.

    Summary of the Proxy Statement/Prospectus

    Convertible Notes Financing, page 37

          4.

            We note that the second tranche of the Convertible Notes Financing will not close for up to 60 days after effectiveness of a resale registration statement covering all the shares, and the number of warrants will
              not be determinable until the date of closing. Tell us how this structure where a material term of the arrangement is not finalized at the time of the effectiveness of the resale registration statement is consistent with the requirements for
              a resale registration statement under Rule 415. Please consider CD&I 139.11 in your response.

    Response:          The Company respectfully acknowledges the Staff’s comment and advises that the second tranche of the Convertible Notes Financing will not close until 60 days after the effectiveness of a
      resale registration statement covering the shares underlying the first tranche. The shares underlying the issuance in the second tranche will have the benefit of its own resale registration statement to be filed within 20 days after closing of the
      second tranche. The Company has also revised its disclosure on pages 38, 118-119 and 208-209 of the Revised Registration Statement.

    Risk Factors

    Our shareholders will experience immediate dilution as a consequence of the issuance of common stock…., page 93

          5.

            Revise your disclosure under this risk factor to specifically address the downward pressure each financing may independently have on the trading price of your common stock and warrants. For example, make clear
              that CF Principal Investments LLC will receive shares under the equity line financing for up to 36 months at a discount to the then current market price with an incentive to sell the shares immediately, and that the conversion and exercise
              prices of the securities in the Convertible Notes Financing may act as a ceiling on the market price of the common stock and warrants.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on page 95 of the Revised Registration Statement.

      2

    Notes to Unaudited Pro forma Condensed Combined Financial Statements, page 187

          6.

            Please revise pro forma adjustment (8) to clarify the terms of the Convertible Notes and include a discussion of the potential impact on the pro forma financial statements, including per share information,
              should the remaining notes in Tranche 1 and Tranche 2 be sold. Similarly, include a discussion of the potential impact should New SpringBig exercise their rights under the Common Stock Purchase Agreement. Refer to Article 11-01(a)(8) of
              Regulation S-X.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 191-192 of the Revised Registration Statement.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Liquidity and Capital Resources, page 230

          7.

            Please revise here to include a discussion of the Convertible Notes Financing and Common Stock Purchase Agreement entered into on April 29, 2022 including the intended use of such funds. Also, describe the
              restrictive covenants on the Convertible Note Financing and how that may impact future sources of liquidity. Refer to Item 303(b)(1) of Regulation S-K.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 208-211 and 236-237 of the Revised Registration Statement.

    ***

    Should any questions arise, please do not hesitate to contact me at (212) 450-4322 (tel) or derek.dostal@davispolk.com, or Leonard Kreynin at (212) 450-4937 (tel) or leonard.kreynin@davispolk.com. Thank you for your time and attention.

    Very truly yours,

    /s/ Derek Dostal

    Derek Dostal

    cc:

    Albert Foreman, Chief Executive Officer of the Company

    Sergey Sherman, Chief Financial Officer of Tuatara Capital Acquisition Corporation

    Paul Sykes, Chief Financial Officer of SpringBig, Inc.

    Leonard Kreynin, Davis Polk & Wardwell LLP

    William Doran, Benesch, Friedlander, Coplan & Aronoff LLP

    Sarah M. Hesse, Benesch, Friedlander, Coplan & Aronoff LLP

  3

United States securities and exchange commission logo
May 10, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re:Tuatara Capital Acquisition Corporation
Amendment No. 3 to Registration Statement on Form S-4
Filed May 4, 2022
File No. 333-262628
Dear Mr. Foreman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form S-4 filed May 5, 2022
Questions and Answers About the Transaction Proposals for Tuatara Shareholders
Why is Tuatara proposing the Notes and Warrants Proposal?, page 20
1.Please clarify the purpose of the shareholder vote for the Notes and Warrants Proposal.
We note that your updates to the background of the business combination do not address
why the Convertible Notes Financing required shareholder approval as a condition for
closing.  For example, if it relates to the possibility that Nasdaq Rule 5635 requiring a
shareholder vote for the issuance of more than 20% of a listed company's total shares
outstanding in a private placement, please so indicate, and explain how this rule might be
implicated.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 May 10, 2022 Page 2
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
May 10, 2022
Page 2
2.On pages 37 and 116, you reference that $11 million of the Convertible Notes Financing
is subscribed.  According to Exhibit 10.9, L1 Capital Global Opportunities Master Fund
appears to be the only committed investor.  If true, please clarify that there is currently
only one investor, and as a result, there is a risk that the Convertible Notes Financing will
not be fully subscribed and that New SpringBig may not receive the entire $22 million net
of the original issue discount.  Similarly clarify either in a separate Q&A or in the
summary section that New SpringBig will not immediately receive the funds pursuant to
the $50 million Cantor Fitzgerald equity lines agreement and may never receive such
funds.
3.As noted on page 70, New SpringBig will be restricted in issuing dividends, issuing new
indebtedness, and selling assets.  Please disclose these restrictions in your Q&A.  Further,
please clarify whether New SpringBig must receive a waiver from all noteholders or
retire such debt if it wishes to enter into such a transaction.
Summary of the Proxy Statement/Prospectus
Convertible Notes Financing, page 37
4.We note that the second tranche of the Convertible Notes Financing will not close for up
to 60 days after effectiveness of a resale registration statement covering all the shares, and
the number of warrants will not be determinable until the date of closing.  Tell us how this
structure where a material term of the arrangement is not finalized at the time of the
effectiveness of the resale registration statement is consistent with the requirements for a
resale registration statement under Rule 415.  Please consider CD&I 139.11 in your
response.
Risk Factors
Our shareholders will experience immediate dilution as a consequence of the issuance of
common stock..., page 93
5.Revise your disclosure under this risk factor to specifically address the downward
pressure each financing may independently have on the trading price of your common
stock and warrants.  For example, make clear that CF Principal Investments LLC will
receive shares under the equity line financing for up to 36 months at a discount to the then
current market price with an incentive to sell the shares immediately, and that the
conversion and exercise prices of the securities in the Convertible Notes Financing may
act as a ceiling on the market price of the common stock and warrants.
Notes to Unaudited Pro forma Condensed Combined Financial Statements, page 187
6.Please revise pro forma adjustment (8) to clarify the terms of the Convertible Notes and
include a discussion of the potential impact on the pro forma financial
statements, including per share information, should the remaining notes in Tranche 1 and
Tranche 2 be sold.  Similarly, include a discussion of the potential impact should New
SpringBig exercise their rights under the Common Stock Purchase Agreement.  Refer to

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 May 10, 2022 Page 3
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
May 10, 2022
Page 3
Article 11-01(a)(8) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 230
7.Please revise here to include a discussion of the Convertible Notes Financing and
Common Stock Purchase Agreement entered into on April 29, 2022 including the
intended use of such funds.  Also, describe the restrictive covenants on the Convertible
Note Financing and how that may impact future sources of liquidity.  Refer to Item
303(b)(1) of Regulation S-K.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Larry Spirgel, Office Chief, at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Leonard Kreynin, Esq.

CORRESP
1
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            Derek Dostal

             +1 212 450-4322

            derek.dostal@davispolk.com

            Davis Polk & Wardwell LLP

            450 Lexington Avenue

            New York, NY 10017

             CONFIDENTIAL

            May 4, 2022

            Re:

            Tuatara Capital Acquisition Corporation

              Amendment No. 2 to Registration Statement on Form S-4

              Filed April 14, 2022

              CIK No. 0001801602

            CONFIDENTIAL

    Mr. Dave Edgar

    Ms. Kathleen Collins

    Division of Corporation Finance

    Office of Technology

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549-3628

    Dear Mr. Edgar and Ms. Collins:

    On behalf of our client, Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”)

      of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 2 to Registration Statement on Form S-4 (the “Registration Statement”)

      contained in the Staff’s letter dated April 27, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing it
      together with this response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
      have included page numbers to refer to the location in the Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Amendment No. 2 to Form S-4 filed April 15, 2022

    Questions and Answers About the Transaction Proposals for Tuatara Shareholders

    Do I Have Redemption Rights?, page 22

              1.

              We note on page 151 you discuss the uncertainty of the tax consequences upon nonredeeming public shareholders receiving Additional Shares issued by Tuatara on a prorate basis for up to 1 million shares of
                common stock. Please add a Q&A that discusses this uncertainty and the risk that non-redeeming public shareholders may be subject to tax upon the receipt of such shares. In addition, we note that you intend to treat the receipt of
                Additional Shares by non-redeeming public shareholders as a non-taxable stock dividend even if the domestication proposal is not adopted. In light of your intention, please include an opinion of tax counsel supporting such position.

        Response:          In response to the Staff’s comment, the Company has revised the disclosure on pages 25, 26, 146 and 147 of the revised Registration Statement. The disclosure of the revised
          Registration Statement has been revised on pages 8, 23, 41, 136, 143 and 183 to clearly state that Additional Shares will only be issued following the domestication. Accordingly, the Company believes that no disclosure is needed regarding the
          treatment of the receipt of Additional Shares if the domestication proposal is not adopted.

        If I am a warrant holder, can I exercise redemption rights with respect to my warrants?. page 26

                  2.

                  We note your response to prior comment 1 and reissue it. Tuatara's current common stock price is very near the $10 redemption price that could trigger the $0.10 per warrant redemption value, at a time when
                    the public warrants trading price greatly exceeds the warrant redemption value by over 300%. Clarify that public warrant holders may be at significant risk of devaluation related to their warrants giving the current market prices and
                    conditions should they not sell their public warrants on the open market prior to the redemption of such warrants.

        Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 7 and 27 of the Revised Registration Statement.

        Accounting Treatment, page 49

                  3.

                  We note that per the terms of the amended and restated merger agreement Tuatara shareholders will own a majority of the New SpringBig common shares under the no redemption scenario. In light of this
                    change, please provide us with an updated analysis as to how you determined that SpringBig is the accounting acquirer under the no redemption scenario. In your response, also explain further your response to comment 5 in your February
                    10, 2022 letter where you indicated that SpringBig's directors will represent a majority of the non-independent directors of the new board. Clarify how this factored into your analysis considering SpringBig will have only 3 of the 7
                    board seats following the merger and as it appears that Tuatara's Class B shareholders will be approving the election of the independent directors. Refer to ASC 805-10-55-12.

            Response:          The Company respectfully acknowledges the Staff’s comment and details below our analysis in reaching our conclusion, after further considering all relevant
              facts in light of the provisions of ASC 805-10-55-12, that SpringBig is the acquirer under both the maximum redemption and no redemption scenarios. The terms of the amended and restated merger agreement impacts only one of the criteria
              factored into our analysis, namely the relative voting rights, and as required under the guidance of ASC 805-10-55-12 we are taking into consideration the several factors in reaching our conclusion.

        ASC 805-10-55-12 states that in a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests. This would be Tuatara. However, in some
          business combinations, referred to as reverse acquisitions, the issuing entity is the acquiree. Subtopic 805-40 provides guidance on accounting for reverse acquisitions.

          2

          ASC 805 provides that in a business combination involving the exchange of equity interests all pertinent facts and circumstances should be considered. In particular, consideration should be given to which combining company’s shareholders
            obtain, in aggregate, a controlling interest in the combined company. However, the guidance states that, in any case, ownership of more than 50% of the voting rights in the combined entity should not be considered a presumptive factor in
            determining the accounting acquirer in cases when the combining entities are of nearly equal value or the shareholders of one entity do not clearly control the combined entity based on voting interests and that in these circumstances judgement
            will be required.

          Immediately following the business combination, assuming no redemptions of common stock by existing Tuatara public stockholders, SpringBig holders are assumed to acquire 45.9% of
            the post-merger company, the current Tuatara public stockholders are assumed to retain 44.9% of the post-merger company, Tuatara’s initial stockholders are assumed to retain 6.4% of the post-merger company and the PIPE investors are assumed to
            acquire 2.8% of the post-merger company.

          The PIPE investors are associated in part with the SpringBig holders and in part with Tuatara’s initial stockholders, and after the PIPE shareholding is allocated the relative interests are SpringBig 47.4%, Tuatara public stockholders 44.9%
            and Tuatara initial stockholders 7.7%. If Tuatara initial and Tuatara public stockholders are combined, despite the fact that at present they hold different classes of equity, the Tuatara interest is 52.6% compared with SpringBig interest of
            47.4%.

          In the maximum redemption scenario, SpringBig stockholders have a clear majority of the voting rights, and in fact in any scenario with redemptions in excess of 20% the SpringBig stockholders have a majority of the voting rights. While the
            exact level of redemptions cannot be predicted with certainty, recent market experience with SPAC transactions would indicate that Tuatara can reasonably expect that its level of redemptions will exceed 20%.

          Because the voting interests of each shareholder group in the combined company are so similar in the no redemption scenario, we do not believe that the difference in voting interests necessarily leads to a presumption that Tuatara is the
            acquirer, and as a result, all the pertinent factors discussed in ASC 805-10-55-11 through 55-15 should be considered.

          The FASB did not provide a hierarchy to explain how to assess factors that influence the identification of the acquirer in a business combination, effectively concluding that no single criterion is more significant than any other. Therefore,
            the determination of the accounting acquirer requires the exercise of professional judgement based on an evaluation of all factors in aggregate.

          The factors to be considered under ASC 805-10-55-12 include the following:

                      •

                      the presence of a large minority interest

                      •

                      the composition of the governing body of the combined entity

                      •

                      the composition of senior management in the combined entity

                      •

                      the entity that pays a premium over the pre-combination fair value of the equity interest of the other combining entity; and

                      •

                      the relative size of the combining entities.

              In addition a company may consider other relevant factors, including for example the combined entity’s name, the location of the entity’s corporate headquarters or the combined entity’s ticker symbol, that would influence the
                determination of the accounting acquirer.

              Large Minority Interest

              ASC 805-10-55-12(b) considers the existence of a large minority voting interest in the combined entity. The acquirer usually is the combining entity whose single owner or organized group holds the largest minority voting interest in the
                combined entity.

              Based on our facts, in our analysis we consider this factor to be of more significance than considering the current shareholders of Tuatara and SpringBig as two separate groups as considered in the voting rights factor above. Post
                business combination in a no redemption scenario, Jeffrey Harris, SpringBig’s Founder and CEO, will be the largest beneficial owner with 10.9% of total voting power. When combined with two existing significant SpringBig shareholders (TVC
                Capital IV, L.P. and Altitude Investment Partners, L.P.) and Phil Schwarz (one of SpringBig’s board nominees) the voting power is increases to 20.3%. In addition, given the alignment of interests Mr. Harris has influence over a number of
                other SpringBig shareholders.

              Tuatara has a large diverse shareholder base of independent investors and in a no redemption scenario, Tuatara Capital Fund II, L.P. (the beneficial owner of TCAC Sponsor, LLC) will have 9.3% of total voting power. TCAC Sponsor, LLC does
                not have any influence over any other shareholders in Tuatara.

              The shares expected to be issued in the acquisition of SpringBig will be issued in their entirety to SpringBig’s shareholders. SpringBig is expected to be issued approximately 46%-80% of the combined company’s outstanding shares and,
                therefore, constitute a large minority interest.

              This factor is a strong indicator of SpringBig being the acquirer.

            3

              Composition of the Governing Body of the Combined Entity

              ASC 805-10-55-12(c) states that the acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity.

              As disclosed in the Revised Registration Statement on pages 9, 14, 43, 111 and 125, subsequent to the business combination, the Board is expected to be comprised of 7 members, of which SpringBig will initially appoint 4 directors,
                Tuatara will appoint 1 director and the remaining 2 directors are to be approved by both SpringBig and Tuatara. All director appointments will be ratified by the Tuatara shareholders.

              Therefore, with the right to appoint 4 out of 7 directors SpringBig has the ability to appoint a majority of the governing board.

              This factor is a strong indicator of SpringBig being the acquirer.

              Composition of Senior Management of the Combined Company

              ASC 805-10-55-12(d) states that the acquirer is the combining entity whose former management dominates the management of the combined entity.

              Subsequent to the business combination, all executive officers and members of management of the combined entity will be comprised entirely of SpringBigs’s current senior management. Tuatara will not have any management representation
                with the combined entity.

              This factor is a strong indicator of SpringBig being the acquirer.

              Relative Size of Pre-Merger Entities

              ASC 805-10-55-13 states that the acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues or earnings) is significantly larger than that of the other combining
                entity.

              SpringBig has the larger operations. Total assets for SpringBig are $7.0 million at December 31, 2021, compared to $0.9 million (excluding Trust Account assets) for Tuatara. SpringBig had revenues of $24
                million in the year ending December 31, 2021 whereas Tuatara has no revenues. SpringBig had 158 employees at December 31, 2021 whereas Tuatara has no employees

              This factor is a strong indicator of SpringBig being the acquirer.

              Therefore in summary the factors to be considered in determining the acquirer are as follows:

                      Criteria

                      No redemption scenario

                      Maximum redemption scenario

                      1

                      Relative voting rights

                      Inconclusive

                      SpringBig

                      2

                      Largest minority voting interest

                      SpringBig

                      SpringBig

                      3

                      Composition of the governing body

                      SpringBig

                      SpringBig

                      4

                      Composition of Senior management

                      SpringBig

                      SpringBig

                      6

                      Relative size of entities

                      SpringBig

                      SpringBig

              The additional factors also indicate that SpringBig is the acquirer. The combined entity’s name will be SpringBig Holdings, Inc; the corporate headquarters will be the current SpringBig corporate headquarters and the combined entity is
                expected to be listed on the Nasdaq under the ticker “SBIG”.

              Therefore, in our opinion based on the above analysis SpringBig is the acquire

United States securities and exchange commission logo
April 27, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re:Tuatara Capital Acquisition Corporation
Amendment No. 2 to Registration Statement on Form S-4
Filed April 14, 2022
File No. 333-262628
Dear Mr. Foreman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 1, 2022 letter.
Amendment No. 2 to Form S-4 filed April 15, 2022
Questions and Answers About the Transaction Proposals for Tuatara Shareholders
Do I Have Redemption Rights?, page 22
1.We note on page 151 you discuss the uncertainty of the tax consequences upon non-
redeeming public shareholders receiving Additional Shares issued by Tuatara on a pro-
rata basis for up to 1 million shares of common stock.  Please add a Q&A that discusses
this uncertainty and the risk that non-redeeming public shareholders may be subject to
tax upon the receipt of such shares.  In addition, we note that you intend to treat the
receipt of Additional Shares by non-redeeming public shareholders as a non-taxable stock
dividend even if the domestication proposal is not adopted.  In light of your intention,
please include an opinion of tax counsel supporting such position.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 April 27, 2022 Page 2
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
April 27, 2022
Page 2
If I am a warrant holder, can I exercise redemption rights with respect to my warrants?, page 26
2.We note your response to prior comment 1 and reissue it.  Tuatara's current common stock
price is very near the $10 redemption price that could trigger the $0.10 per warrant
redemption value, at a time when the public warrants trading price greatly exceeds the
warrant redemption value by over 300%.  Clarify that public warrant holders may be
at significant risk of devaluation related to their warrants giving the current market prices
and conditions should they not sell their public warrants on the open market prior to the
redemption of such warrants.
Accounting Treatment, page 49
3.We note that per the terms of the amended and restated merger agreement Tuatara
shareholders will own a majority of the New SpringBig common shares under the no
redemption scenario. In light of this change, please provide us with an updated analysis as
to how you determined that SpringBig is the accounting acquirer under the no redemption
scenario. In your response, also explain further your response to comment 5 in your
February 10, 2022 letter where you indicated that SpringBig's directors will represent a
majority of the non-independent directors of the new board. Clarify how this factored into
your analysis considering SpringBig will have only 3 of the 7 board seats following the
merger and as it appears that Tuatara's Class B shareholders will be approving the election
of the independent directors. Refer to ASC 805-10-55-12.
Background of the Business Combination, page 114
4.We note that there were several items that changed in the most recent amended and
restated merger agreement, such as a reduced enterprise value for SpringBig, reduced
consideration to be paid to SpingBig equity holders, forfeiture of up to 1 million shares of
common stock by the SPAC sponsor, and non-redeeming public shareholders receiving a
pro-rata share of 1 million of common stock upon the close of the business combination.
Please provide greater details as to why and how these changes came about.  For example,
you reference "changing general economic and market conditions" on page 120 and later
the use of an updated benchmarking analysis by your board.  Please provide more details
of the economic and market conditions that prompted further negotiations of the terms of
the merger and change valuations.   Further, please clarify whether the financial
projections provided by the management of SpringBig were revised or updated to account
for any recent trends, events or uncertainties.
Business of SpringBig, page 202
5.You state in your response to prior comment 4 that your clients frequently upgrade soon
after becoming client.  Please explain further to us, and revise your disclosure here, to
describe the type of upgrades being made to your subscription agreements.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 April 27, 2022 Page 3
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
April 27, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Other Key Operating Metrics, page 219
6.You state in your revised disclosures to comment 4 that net revenue retention
rate indicates expansion and growth within the business without relying on new clients.
However, the calculation provided in your response begins with the average of the
opening quarterly MRR for the 12-month period and each quarter appears to include new
clients obtained in the prior quarter.  So it remains unclear why you believe this measure
reflects the retention and growth for only your existing customers and how you
determined that this measure does not also reflect revenue growth from new customers
during the 12-month period.  In addition, the opening balances used in your calculation
include the net activity from existing client, which you then include again in calculating
the trailing 12-month net dollar retention rate.  So it appears that these adjustments are
reflected twice in your calculations.  Please explain further and revise your disclosures as
necessary to ensure that your disclosures adequately support the calculations provided in
your response and clearly address how this is a retention measure.
7.We note from your response to prior comment 6 that excess use revenue ranged from 26%
- 37% throughout fiscal 2020 and 2021.  As the percentage of excess usage revenue may
vary at each period end for which you are providing comparable metric data, please revise
to disclose the percentage of excess usage revenue to total revenue for each period in
which you provide this metric rather than refer to the historical amount of "approximately
30%."
Results of Operations, page 221
8.We note your revised disclosures in response to prior comment 5 where you attribute the
decrease in the net revenue retention rate from fiscal 2020 to fiscal 2021 to the high level
of client upgrades in fiscal 2020.  However, it appears from the calculations provided in
response to comment 6 that client upgrades were also strong in fiscal 2021, but
were offset by an increase in lost clients.  Please revise to further explain the decrease in
your net revenue retention rate for each period presented and clarify how lost clients
impacted such measure.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 April 27, 2022 Page 4
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
April 27, 2022
Page 4
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Larry Spirgel, Office Chief, at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Leonard Kreynin, Esq.

CORRESP
1
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            April 14, 2022

            Re:

            Tuatara Capital Acquisition Corporation

            Amendment No. 2 to Registration Statement on Form S-4

            Filed April 14, 2022

            CIK No. 0001801602

            CONFIDENTIAL

    Mr. Dave Edgar

    Ms. Kathleen Collins

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Mr. Edgar and Ms. Collins:

    On behalf of our client, Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”)

      of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 1 to Registration Statement on Form S-4 (the “Registration Statement”)

      contained in the Staff’s letter dated April 1, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing it
      together with this response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
      have included page numbers to refer to the location in the Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Amendment No. 1 to Form S-4 filed March 17, 2022

    Questions and Answers About the Transaction Proposals for Tuatara Shareholders

    If I am a warrant holder, can I exercise redemption rights with respect to my warrants?, page 26

          1.

            We note your response to prior comment 1 regarding your post-business combination redemption rights for the public warrants. Please clarify that if your common stock price exceeds $10 per share 30 days after the
              business combination, you may redeem the public warrants for $0.10. Further clarify that the market value of the public warrants may greatly exceed either the redemption price or the cashless exercise price of the warrants, thus warrant
              holders may not realize the current market value of the public warrants. Please consider adding a risk factor to address this issue.

    Response:          The Company respectfully acknowledges the Staff’s comment and advises the Staff that, as set forth in the Revised Registration Statement on pages 7, 26, 87, 248 and F-18, if the Company’s
      common stock price exceeds $10 per share over the required trading period and the relevant warrant holders do not exercise their warrants, the Company may redeem the public warrants for $0.10 per warrant. Therefore, if the market price for the
      warrants exceeds $0.10 per warrant and the Company announces redemption, the market value of the warrants could greatly exceed the redemption price; additionally, if an investor chooses to exercise his or her warrants in accordance with the
      make-whole table upon announcement of redemption, the market value of the public warrants could greatly exceed the cashless exercise price. An investor could also sell his or her warrants at the then-current market price.

    The Company respectfully advises the Staff that this redemption feature has been described throughout the document to investors, including in a risk factor on page 87 of the Revised Registration Statement titled “We may redeem unexpired warrants
      prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless” which includes language stating that investors have three options in the case where the common stock is trading over $10 over the
      required trading period and the Company redeems: (1) they can exercise and obtain the cashless exercise value; (2) they can sell their warrants at the then-current market price; or (3) they can accept the redemption price. This risk factor also warns
      that accepting the redemption price by option (3) could result in accepting a price “likely to be substantially less than the market value of your warrants.” The Company respectfully advises the Staff that it believes this risk factor is sufficient
      to cover the risk considered in the above paragraph.

    Unaudited Pro Forma Condensed Combined Financial Information

    Introduction, page 172

          2.

            Please revise your discussion of the $13.1 million in subscription agreements, which you state will close immediately prior to closing, to clarify that $7.0 million of convertible notes included in such
              subscription has already been funded on February 25, 2022 price of your securities.

    Response:          The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 176 and 183 of the Revised Registration Statement.

          3.

            We note your revised maximum redemption scenario assumes that the shareholders approve Proposal No. 10. Please revise to clarify that the maximum redemption scenario assumes that Tuatara's Articles of
              Incorporation are amended such that they will not be required to have at least $5,000,001 in net tangible assets at the time of the transaction. Also, disclose what will happen if such Proposal is not approved and include a quantified
              discussion of how that might impact your pro forma information, if material.

    Response:          The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 48 and 178 of the Revised Registration Statement.

      2

    Business of SpringBig, page 196

          4.

            We note your revised disclosures and response to prior comment 9 where you state that SpringBig compares the average recurring monthly revenue for all customers as of the end of the relevant period to the
              average recurring monthly revenue for all customers as of the comparable period, and you do not compare the same set of customers across periods when calculating your net revenue retention rate. Please address the following:

          •

            Your disclosures continue to refer to comparing the average recurring monthly revenue during the prior twelve months divided by the average recurring monthly revenue over the same trailing twelve-month period.
              Explain how this compares to the references in your response to the "end of the relevant period" and "as of the comparable period."

          •

            Explain your reference to adjusting the average recurring monthly revenue from retail clients adjusted for losses, increases and decreases in monthly subscriptions during the prior twelve months.

          •

            Clarify whether this measure includes excess usage revenue and if so, how such revenues factor into your calculation.

          •

            Explain how this measure reflects your ability to retain customers when you do not compare the same set of customers across periods in calculating the net revenue retention rate. Clarify what this measure is
              intended to represent and consider revising the name, if necessary.

          •

            Explain to us the relevance of your revised disclosures regarding the average net revenue retention rate of 120% over the past two years, particularly considering the significant decrease in such measure from
              fiscal 2019 to fiscal 2020, or consider removing this disclosure.

          •

            Provide us with a detailed example of how your retention rate was determined for both fiscal 2021 and 2020 and ensure that it is clear which periods are being used to determine the average monthly recurring
              revenue for both the end of the relevant period and the comparable period.

          •

            Revise your disclosure, as necessary, to address the questions above and include a discussion of such calculation in your Key Operating and Financial Metrics disclosures.

    Response:          The Company respectfully acknowledges the Staff’s comment and set forth below are the Company’s responses to each of the sub-parts of the Staff’s comments.

          •

            Your disclosures continue to refer to comparing the average recurring monthly revenue during the prior twelve months divided by the average recurring monthly revenue over the same trailing twelve-month period.
              Explain how this compares to the references in your response to the "end of the relevant period" and "as of the comparable period."

      3

    When determining SpringBig’s net revenue retention rate, this metric is calculated by (1) specifying a measurement period consisting of the trailing twelve months from the current period end; (2) calculating the average monthly recurring revenue
      (which is the monthly recurring subscription fees paid by retail clients, excluding the initial monthly contract amount of any new client subscriptions), plus any monthly recurring revenue attributable to upgrades, and remove lost monthly recurring
      revenue (including such revenue attributable to departing clients as well as revenue impacted by downgrades); and (3) then calculating the net revenue retention rate as the quotient obtained by dividing this revenue amount by the average monthly
      recurring revenue for such trailing twelve month period.

    Further, in response to the Staff’s comment, the Company has revised its disclosure on page 219 of the Revised Registration Statement.

          •

            Explain your reference to adjusting the average recurring monthly revenue from retail clients adjusted for losses, increases and decreases in monthly subscriptions during the prior twelve months.

    When determining SpringBig’s average recurring monthly revenue for purposes of determining SpringBig’s net revenue retention rate, SpringBig calculates the average monthly recurring revenue (which is the monthly recurring subscription fees paid by
      retail clients as described above), plus any monthly recurring revenue attributable to upgrades, and less any lost monthly recurring revenue (including such revenue attributable to departing clients as well as revenue impacted by downgrades).

    Further, in response to the Staff’s comment, the Company has revised its disclosure on pages 218-219 of the Revised Registration Statement.

          •

            Clarify whether this measure includes excess usage revenue and if so, how such revenues factor into your calculation.

    When determining SpringBig’s average recurring monthly revenue for purposes of determining SpringBig’s net revenue retention rate, excess usage revenue is not included.

    Further, in response to the Staff’s comment, the Company has revised its disclosure on page 219 of the Revised Registration Statement.

          •

            Explain how this measure reflects your ability to retain customers when you do not compare the same set of customers across periods in calculating the net revenue retention rate. Clarify what this measure is
              intended to represent and consider revising the name, if necessary.

    Like a number of SaaS companies, SpringBig believes that the growth in use of its platform by existing customers is an important metric in evaluating its business and growth.  This measure reflects the growth in client subscription revenue
      excluding the initial monthly contract amount of any new client subscriptions, and as described above, represents a composite of clients who have upgraded their services as well as lost clients.  SpringBig monitors its dollar-based net revenue
      retention rate to track the maintenance of revenue and revenue-increasing activity growth (such as client upgrades, which frequently occur after a client is initially engaged). SpringBig views a net revenue retention rate exceeding 100% as positive,
      as it indicates expansion and growth within the business without relying on new clients.

      4

    Further, in response to the Staff’s comment, the Company has revised its disclosure on page 219 of the Revised Registration Statement.

          •

            Explain to us the relevance of your revised disclosures regarding the average net revenue retention rate of 120% over the past two years, particularly considering the significant decrease in such measure from
              fiscal 2019 to fiscal 2020, or consider removing this disclosure.

    In response to the Staff’s comment, the Company has removed this disclosure.

          •

            Provide us with a detailed example of how your retention rate was determined for both fiscal 2021 and 2020 and ensure that it is clear which periods are being used to determine the average monthly recurring
              revenue for both the end of the relevant period and the comparable period.

    In response to the Staff’s comment, below see below:

          •

            Revise your disclosure, as necessary, to address the questions above and include a discussion of such calculation in your Key Operating and Financial Metrics disclosures.

    In response to the Staff’s comment, the Company has revised its disclosure on pages 218-219 of the Revised Registration Statement.

      5

    Management’s Discussion and Analysis of Financial Condition and Results of Operations of SpringBig

    Factors Affecting Our Performance, page 208

          5.

            Notwithstanding your response to our comment above, revise to include an explanation of the underlying reason(s) for the declining trend in your net revenue retention rate over the three year period presented.
              Refer to Item 303 of Regulation S-K and SEC Release No. 33-10751.

    Response:          The Company acknowledges the Staff’s comment and respectfully advises the Staff that SpringBig views a net revenue retention rate exceeding 100% as positive, as it indicates expansion and
      growth within the business without relying on new clients.  SpringBig experienced a high net revenue retention rate as a result of a high level of clients that upgraded their subscriptions as compared to the average monthly recurring revenue for such
      period.

    Further, in response to the Staff’s comment, the Company has revised its disclosure on pages 219, 221 and 223 of the Revised Registration Statement.

    Key Operating and Financial Metrics, page 210

      6

          6.

            We note your response to prior comment 9. Please provide us with the percentage of total revenue attributed to excess use revenue for each month in fiscal 2020 and 2021, as previously requested.

    Response:          In response to the Staff’s comment, below see below:

      7

    Results of Operations

    Comparison of Year Ended December 31, 2020 and 2021, page 214

          7.

            We note you provide information regarding deals closed, average deal size and annual revenue in the analyst day presentation provided in the March 18, 2022 425 filing. You also present new annual contract value
              closed by quarter. Please tell us whether this information relates to only new customer deals. If so, explain further why you are unable to provide a quantified discussion of revenue growth by new versus existing customers.

    Response:          The Company acknowledges the Staff’s comment and respectfully advises the Staff that the data in the analyst day deck referenced in Comment 7 shows new client initial annualized
      subscription value. During the periods presented in the Registration Statement, SpringBig has experience

United States securities and exchange commission logo
April 1, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re:Tuatara Capital Acquisition Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed March 17, 2022
File No. 333-262628
Dear Mr. Foreman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 4, 2022 letter.
Amendment No. 1 to Form S-4 filed March 17, 2022
Questions and Answers About the Transaction Proposals for Tuatara Shareholders
If I am a warrant holder, can I exercise redemption rights with respect to my warrants?, page 26
1.We note your response to prior comment 1 regarding your post-business combination
redemption rights for the public warrants.  Please clarify that if your common stock price
exceeds $10 per share 30 days after the business combination, you may redeem the public
warrants for $0.10.  Further clarify that the market value of the public warrants may
greatly exceed either the redemption price or the cashless exercise price of the warrants,
thus warrant holders may not realize the current market value of the public warrants.
Please consider adding a risk factor to address this issue.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 April 1, 2022 Page 2
 FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
April 1, 2022
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 172
2.Please revise your discussion of the $13.1 million in subscription agreements, which you
state will close immediately prior to closing, to clarify that $7.0 million of convertible
notes included in such subscription has already been funded on February 25, 2022.
3.We note your revised maximum redemption scenario assumes that the shareholders
approve Proposal No. 10.  Please revise to clarify that the maximum redemption
scenario assumes that Tuatara's Articles of Incorporation are amended such that they will
not be required to have at least $5,000,001 in net tangible assets at the time of the
transaction.  Also, disclose what will happen if such Proposal is not approved and include
a quantified discussion of how that might impact your pro forma information, if material.
Business of SpringBig, page 196
4.We note your revised disclosures and response to prior comment 9 where you state that
SpringBig compares the average recurring monthly revenue for all customers as of the end
of the relevant period to the average recurring monthly revenue for all customers as of the
comparable period, and you do not compare the same set of customers across periods
when calculating your net revenue retention rate.  Please address the following:
•Your disclosures continue to refer to comparing the average recurring monthly
revenue during the prior twelve months divided by the average recurring monthly
revenue over the same trailing twelve-month period.  Explain how this compares to
the references in your response to the "end of the relevant period" and "as of the
comparable period."
•Explain your reference to adjusting the average recurring monthly revenue from retail
clients adjusted for losses, increases and decreases in monthly subscriptions during
the prior twelve months.
•Clarify whether this measure includes excess usage revenue and if so, how such
revenues factor into your calculation.
•Explain how this measure reflects your ability to retain customers when you
do not compare the same set of customers across periods in calculating the net
revenue retention rate.  Clarify what this measure is intended to represent and
consider revising the name, if necessary.
•Explain to us the relevance of your revised disclosures regarding the average net
revenue retention rate of 120% over the past two years, particularly considering the
significant decrease in such measure from fiscal 2019 to fiscal 2020, or consider
removing this disclosure.
•Provide us with a detailed example of how your retention rate was determined for
both fiscal 2021 and 2020 and ensure that it is clear which periods are being used to
determine the average monthly recurring revenue for both the end of the relevant
period and the comparable period.
•Revise your disclosure, as necessary, to address the questions above and include a

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 April 1, 2022 Page 3
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
April 1, 2022
Page 3
discussion of such calculation in your Key Operating and Financial Metrics
disclosures.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SpringBig
Factors Affecting Our Performance, page 208
5.Notwithstanding your response to our comment above, revise to include an explanation of
the underlying reason(s) for the declining trend in your net revenue retention rate over the
three year period presented.  Refer to Item 303 of Regulation S-K and SEC Release No.
33-10751.
Key Operating and Financial Metrics, page 210
6.We note your response to prior comment 9.  Please provide us with the percentage of total
revenue attributed to excess use revenue for each month in fiscal 2020 and 2021, as
previously requested.
Results of Operations
Comparison of Year Ended December 31, 2020 and 2021, page 214
7.We note you provide information regarding deals closed, average deal size and annual
revenue in the analyst day presentation provided in the March 18, 2022 425 filing.  You
also present new annual contract value closed by quarter.  Please tell us whether this
information relates to only new customer deals.  If so, explain further why you are unable
to provide a quantified discussion of revenue growth by new versus existing customers.
8.Your disclosure attributes revenue growth in fiscal 2021 to the addition of new retail
clients.  Please tell us whether such growth can be further supported by the addition of
new markets in which the sale of cannabis is now permitted and if so, revise to quantify
the revenue growth attributable such markets.  In this regard, we note your risk factor
disclosure on page 51, which indicates that revenue growth may not be sustainable going
forward due, in part, to the eventual decline in the number of new major geographic
markets in which the sale of cannabis is permitted.
SpringBig, Inc. Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-46
9.Please explain further your disclosure where you state that each customer is buying a
"license" to the platform to receive all the benefits of the platform.  In this regard, tell us
whether your arrangements contain a license to intellectual property or provide a service
to your customer with access to your platform and revise your disclosures as necessary to
clarify.  Refer to ASC 606-10-55-54(a).

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 April 1, 2022 Page 4
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
April 1, 2022
Page 4
General
10.We note that TCAC entered into a second agreement with CF&CO whereby CF&CO will
act as your financial advisor, placement agent and arranger in connection with any
financing for the business combination in exchange for certain agreed upon fees.  Please
tell us whether you or CF&CO are currently in negotiations for, or intend to enter into
any, additional financing(s) other than those already disclosed.  If so, please revise to
include a discussion of such financing(s), including the current status of any negotiations
and tell us your consideration to include the impact of such transactions in your pro forma
financial statements.
11.Where appropriate, including the cover page, the Q&A and summary sections, please
clarify that the business combination is not conditioned upon the approval of the Articles
Amendment Proposal.  The added disclosure should make clear that if the proposal is
approved and substantially all of the non-affiliated public stock is redeemed, the public
float of the company may be too small to sustain a liquid public market for the company's
common stock, and if the proposal is not approved, significant redemptions could result in
the business combination not being consummated.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Leonard Kreynin, Esq.

CORRESP
1
filename1.htm

      March 17, 2022

          Re:

              Tuatara Capital Acquisition Corporation

              Amendment No. 1 to Registration Statement on Form S-4

              Filed March 17, 2022

              CIK No. 0001801602

    CONFIDENTIAL

    Mr. Dave Edgar

    Ms. Kathleen Collins

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-3628

    Dear Mr. Edgar and Ms. Collins:

    On behalf of our client, Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”)

      of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-4 (the “Registration Statement”) contained in the
      Staff’s letter dated March 4, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing it together with this
      response letter (the “Revised Registration Statement”). The Revised Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
      have included page numbers to refer to the location in the Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Form S-4 filed February 10, 2022

    Questions and Answers About the Transaction Proposals for Tuatara Shareholders

    If I am a warrant holder, can I exercise redemption rights with respect to my warrants?, page 12

            1.

              We note your response to prior comment 4 regarding the redemption provisions of your public warrants, which may result in the public warrants being
                redeemed for $0.01 or $0.10 per warrant if your common stock market price is above either $18 or $10 per share, respectively. Please clarify that your current common stock is quoted above $10 per share, but the market value of your public
                warrants greatly exceeds $0.10 per share. Thus, there appears to be a risk that public warrants may be redeemed in the near future for a value that is significantly less than the market value of the public warrants

    Response:          The Company respectfully acknowledges the Staff’s comment and advises the Staff that, as set forth on page 49 of the Revised Registration Statement, the market value of the common stock
      was less than $10.00 per share as of March 15, 2022, and the market price of the warrants was $0.10 per warrant such that, as of such date, the warrants would not be redeemed for less than their market value. In any event, the warrants are not
      redeemable until 30 days after the closing of the business combination, and warrant holders are able to exercise their warrants in advance of the related redemption date, in which case the warrant holders would not receive the relevant redemption
      price of $0.10 per warrant and instead would receive a number of warrants by reference to the “make whole” table on page 240 of the Revised Registration Statement depending on the market price of the common stock and the amount of time remaining to
      expiration.

    Risk Factors

    Following the business combination, if securities or industry analysts do not publish or cease publishing research or reports about us, page 87

            2.

              We note your response that you no longer believe there is a material risk that activities taken by affiliates of Tuatara to purchase, directly or indirectly, public shares will increase the likelihood of approval of the business
                combination and other proposals and may affect the market price of your securities. Please explain why you believe this is no longer a material risk and clarify whether there is a material risk that affiliates of Tuatara may cause the
                common stock price to increase after the merger, triggering the warrant redemption provisions.

    Response:          The Company respectfully acknowledges the Staff’s comment and advises the Staff that we do not believe this to be a risk because no such actions have been undertaken by affiliates of
      Tuatara to date and no such actions are expected to take place before or after closing of the transaction. Accordingly, the Company deleted this disclosure in the prior Registration Statement filing.

    Valuation, page 118

            3.

              Please identify the companies used in your benchmarking analysis for the purpose of calculating the peer segment multiples and the precedent transaction analysis. In
                addition, please provide more detail as to how you determined that the implied enterprise value for SpringBig increased from $350 million to $445 million using the sum-of-the-parts analysis. Describe how you calculated the value of each
                part used in the sum-of-the-parts totals.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 119 and 120 of the Revised Registration Statement.

    Unaudited Pro Forma Condensed Financial Information, page 170

            4.

              We note your revised disclosures in response to prior comment 15. Please provide us with a comprehensive analysis that supports your proposed accounting for both the Sponsor Earn-out and Contingent Shares as
                equity, including the specific authoritative guidance you considered and relied upon.

    Response:          In response to the Staff’s comment, please see below our analysis supporting our proposed accounting for the Sponsor Earn-out and Contingent shares as equity.

    The purpose of this analysis is to determine the whether the earn out provisions issued in connection with Tuatara Capital Acquisition Corporation’s (“Tuatara”) merger transaction with SpringBig, Inc.
      (“SpringBig” or the “Company”) is to be classified as a liability or equity on the combined entity’s balance sheet post-closing.

    GUIDANCE:

    EARNOUT PROVISIONS IN SPAC MERGERS

    PUBLICATION DATE: 25 JAN 2021   (UPDATED 27 APR 2021)

    US IN DEPTH 2021-01

    In some cases, there may be uncertainty in the value of the operating company being acquired. One way of addressing this uncertainty is for the SPAC to enter into agreements with its sponsors, the
      selling shareholders of the target company, or employees whereby the SPAC will issue additional shares (or release existing shares from escrow or other restrictions) post-merger if certain performance measures (frequently based on stock price) are
      met. These arrangements are commonly referred to as “earnout provisions.”

    The assessment of the accounting acquirer in a SPAC merger should be performed prior to the evaluation of earnout provisions. If the transaction is accounted for as a business combination (i.e., the
      SPAC is the accounting acquirer), the guidance in ASC 805 applies.

    Contingent payments

    Business combinations often contain provisions for additional consideration to be transferred to the former shareholders in the future if certain future events occur or conditions are met. This
      additional consideration is referred to as contingent consideration. These contingencies frequently are based on earnings or instrument price changes over specified periods after the date of the acquisition; however, they may be based on other
      factors. Examples of future events or conditions on which additional contingent consideration might be based are as follows:

            •

              Earnings above an agreed-upon target over a period

            •

              Components of earnings (e.g., revenue, EBITDA) above an agreed-upon target over a period

            •

              The guarantee of an equity security value by a specified date or maintenance of the guaranteed value for a stipulated period of time

            •

              The attainment of product development milestones

            •

              Approval of a patent, license, drug, etc.

            •

              Successful completion of contract negotiations

            •

              Cash flows arising from specified assets over an agreed period

    The Guidance of ASC 805 requires an acquirer to recognize contingent consideration obligations as of the acquisition date as part of the consideration transferred in exchange for the acquired business. The FASB
      concluded that the recognition event for contingent consideration in a business combination is the agreement to make contingent payments and not the achievement of the contingency. As such, the FASB does not believe that the delayed recognition of
      contingent consideration fairly represents the economic consideration at the acquisition date. As a result, the initial measurement of contingent consideration obligations is the fair value of the obligations, based on circumstances that exist as of
      the acquisition date.

    ASC 805 requires as acquirer to assess whether any portion of the transaction consideration is in exchange for elements other than the acquired business. While these payments may be negotiated as part of gaining
      control of another entity, further evaluation is necessary to determine whether it would be appropriate to account for the payments as part of the consideration transferred for the business or as a separate transaction apart from the business
      combination. Accordingly, as acquirer must carefully evaluate whether the substance of the arrangement is to provide compensation for post-acquisition employee or non-employee services or the ongoing use of property rather than as consideration for
      the acquired business. For example, in some circumstances payments are made to selling shareholders who will remain as employees of the business after it is acquired. In this case, depending on the terms of the services provided subsequent to the
      acquisition date, rather than as part of the consideration transferred for the acquired entity.

    Compensation

    When the earnout arrangement is issued to employees or service providers of the SPAC or the target company, consideration should be given to whether it should be viewed as a compensation arrangement under ASC 718,
      Stock compensation. If the issuance of shares is contingent on goods or services being provided by the recipient, ASC 718 applies.

    SPAC transactions accounted for as a reverse recapitalization may also include situations when holders of unvested restricted stock or unexercised stock options of the target company receive the right to contingent
      shares. Depending on the terms, this could lead to additional compensation cost being recorded, and may impact the subsequent accounting for the instrument as well, depending on whether it is subject to the guidance in ASC 718, Stock Compensation, or
      ASC 815, Derivatives and Hedging. For example, an arrangement that requires continued employment or service in order to vest in or be eligible for the earnout shares would typically result in treatment of the related cost as compensation cost.
      Further, an earnout provided in the form of modifying an existing stock option agreement (when receipt of the additional shares is dependent upon the option being exercised) would also be a modification of the existing award and any incremental fair
      value would be recognized as additional compensation cost. In each of these cases, the contingent share arrangement would likely be subject to ASC 718 for classification purposes as equity or liability.

    Additionally, even if the contingent share arrangement is independent of the existing share-based payment award and not dependent upon continued employment, the issuance of such rights to the original share-based
      payment award holders would reflect incremental compensation provided to the historical award holder if issuance was not legally required under the terms of the original award. However, in this case, the contingent share arrangement may be subject to
      financial instrument accounting prospectively, as described below.

    Financial instruments considerations

    Unless the earnout arrangement is within the scope of ASC 718, the financial instrument guidance will be applicable. If the earnout is contingent consideration subject to the guidance in ASC 805, it will be subject to
      the financial instruments guidance for classification and subsequent recognition and measurement. In all other cases, earnout arrangements will be subject to the financial instruments guidance for classification, initial measurement, and subsequent
      recognition and measurement.

    BACKGROUND:

    Consideration at Closing

    On November 8, 2021, Tuatara and Merger Sub and the SpringBig, entered into a merger agreement, pursuant to which, subject to the terms and conditions contained therein, merger Sub will merge with and
      into SpringBig, with SpringBig continuing as the surviving entity and subsidiary of New SpringBig.

    Pursuant to the merger agreement, the merger consideration to be received by the SpringBig equity holders at the closing will have a value of $245,000,000 (assuming a value of $10.00 per share of
      common stock) and will be paid entirely in equity consideration.

    Structured Contingent Future Stock Payments.

    The Company Stockholders and the Engaged Option Holders shall be entitled to receive their pro rata portion of such number of Company Contingent Shares, fully paid and free and clear of all Liens
      other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions “Company Earnout Condition”:

            a.

            5,500,000 Company Contingent Shares if the closing price of the Surviving Pubco Common Stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time
              after the Closing Date and no later than 36

            months following the Closing Date;

            b.

            2,250,000 Company Contingent Shares if the closing price of the Surviving Pubco Common Stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time
              after the Closing Date and no later than 36

            months following the Closing Date and

            c.

            1,250,000 Company Contingent Shares if the closing price of the Surviving Pubco Common Stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time
              after the Closing Date and no later than 36 months following the Closing Date.

    Sponsor Escrow Agreement

    On or prior to the Closing Date, the Sponsor, Tuatara and certain members of the Tuatara board of directors shall enter into an escrow agreement in a form and on terms and
      conditions reasonably acceptable to the Company (the “Sponsor Escrow Agreement”), providing that, immediately following the Effective time, the Sponsor shall deposit an aggregate of 1,000,000 shares of Surviving Pubco Common Stock into escrow. The
      Sponsor Escrow Agreement shall provide that such Sponsor Contingent Shares shall be released to the Sponsor if the closing price of the Surviving Pubco Common Stock equals

    or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and no later than 36 mo

United States securities and exchange commission logo
March 4, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re:Tuatara Capital Acquisition Corporation
Registration Statement on Form S-4
Filed February 10, 2022
File No. 333-262628
Dear Mr. Foreman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  References to our
prior comments refer to our letter dated January 21, 2022.
Form S-4 filed February 10, 2022
Questions and Answers About the Transaction Proposals for Tuatara Shareholders
If I am a warrant holder, can I exercise redemption rights with respect to my warrants?, page 12
1.We note your response to prior comment 4 regarding the redemption provisions of your
public warrants, which may result in the public warrants being redeemed for $0.01 or
$0.10 per warrant if your common stock market price is above either $18 or $10 per share,
respectively.  Please clarify that your current common stock is quoted above $10 per
share, but the market value of your public warrants greatly exceeds $0.10 per share.  Thus,
there appears to be a risk that public warrants may be redeemed in the near future for a
value that is significantly less than the market value of the public warrants.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 March 4, 2022 Page 2
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
March 4, 2022
Page 2
Risk Factors
Following the business combination, if securities or industry analysts do not publish or cease
publishing research or reports about us, page 87
2.We note your response that you no longer believe there is a material risk that activities
taken by affiliates of Tuatara to purchase, directly or indirectly, public shares will increase
the likelihood of approval of the business combination and other proposals and may affect
the market price of your securities.  Please explain why you believe this is no longer a
material risk and clarify whether there is a material risk that affiliates of Tuatara may
cause the common stock price to increase after the merger, triggering the warrant
redemption provisions.
Valuation, page 118
3.Please identify the companies used in your benchmarking analysis for the purpose
of calculating the peer segment multiples and the precedent transaction analysis.  In
addition, please provide more detail as to how you determined that the implied enterprise
value for SpringBig increased from $350 million to $445 million using the sum-of-the-
parts analysis.  Describe how you calculated the value of each part used in the sum-of-the-
parts totals.
Unaudited Pro Forma Condensed Combined Financial Information, page 170
4.We note your revised disclosures in response to prior comment 15.  Please provide us with
a comprehensive analysis that supports your proposed accounting for both the Sponsor
Earn-out and Contingent Shares as equity, including the specific authoritative
guidance you considered and relied upon.
Unaudited Condensed Combined Pro Forma Statement of Operations for the Twelve Months
Ended December 31, 2020, page 175
5.Please revise to ensure that the pro forma statement of operations for each period
presented includes the historical weighted average shares outstanding and net income per
share, basic and diluted, for each of SpringBig and Tuatara.
Business of SpringBig
Overview, page 191
6.Please incorporate your response to prior comment 17 in your registration statement
clarifying why you believe that SpringBig is a market leader in its product categories for
its loyalty and marketing solutions in the cannabis industry.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 March 4, 2022 Page 3
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
March 4, 2022
Page 3
Certain Regulatory Considerations and How We Adapt to Changing Regulatory Landscape, page
200
7.We note your response to prior comment 21 regarding the mobile carrier industry's self-
imposed restrictions of text messaging for marketing related to the cannabis industry.
Please clarify whether you are currently restricted from sending text messages from any
major carrier and if most of your carriers are subject to these Cellular
Telecommunications Industry Association guidelines.  Further, please clarify why you
believe retail-related texts from cannabis retailers, such as dispensaries, would not be
subject to these guidelines.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SpringBig
Factors Affecting Our Performance, page 208
8.We note your revised disclosures in response to prior comment 22.  You refer to using the
average recurring monthly revenue during the prior twelve months divided by the
average recurring monthly subscription revenue over the same trailing twelve-month
period to determine your net revenue retention rate.  Please revise to disclose how you
calculate the average recurring monthly revenue for purposes of this calculation.  Also,
clarify whether you compare the average recurring monthly revenue for your customers as
of the end of the prior period to the average recurring monthly revenue for the same set of
customers as of the end of the current period, adjusted for losses, increases and decreases
in those customers' monthly subscriptions.  Alternatively, explain further how you
calculate net revenue retention rate and revise your disclosures accordingly.
Key Operating and Financial Metrics, page 210
9.In your revised disclosures in response to prior comment 24, you state that excess use
revenue has historically accounted for 30% of your total revenue.  Please provide us with
a breakdown of the excess use revenue earned during each month in fiscal 2020 and 2021.
To the extent excess usage varies significantly from month-to-month, explain further why
you believe annualizing such revenue for the last month of the period is appropriate.
Also, clarify for us whether your arrangements stipulate pre-determined message volumes
for each month during the contract term or for the entire term of the arrangement.
10.You state on page 205 that you have more than 1,000 clients comprised of approximately
950 retailers and 68 brands.   Please tell us how this equates to the 1,120 clients at
September 30, 2021 as disclosed here or revise your disclosures as necessary.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 March 4, 2022 Page 4
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
March 4, 2022
Page 4
11.You state in your revised disclosures in response to prior comment 23 that subscriptions
generally have a twelve-month term and automatically renew unless notice of cancellation
is provided in advance.  Please clarify whether your arrangements typically renew for
another twelve-month term and whether the cancellation terms are the same in both the
initial and renewal term.  Also, tell us your renewal rates for each period presented and
clarify how management uses this measure in managing your business, if at all.
Results of Operations
Comparison of Nine Months Ended September 30, 2021 and 2020, page 213
12.We note your response to prior comment 25.  Please tell us whether you have the ability to
quantify the amount of revenue attributed to new customers versus existing customers.  If
so, considering you have identified growth and retention of customers as a factor affecting
your performance, explain further why you believe this information would not be
meaningful to your results of operations discussion.
Executive Compensation, page 224
13.We note your responses to prior comments 26 and 28 regarding agreements related to
your named executive officers.  Please describe any material agreements with Mr. Navin
Anand and clarify whether the form letter agreement to be filed as Exhibit 10.5 will be
substantially the same for all three named executive officers.  You reference that there will
be customary provisions related to non-competition and related party transactions and they
will apply to InteQ.  Please clarify if Exhibit 10.5 will contain specific provisions related
to Mr. Harris’ relationship with InteQ.
Beneficial Ownership of Securities, page 228
14.Please disclose the natural person(s) that hold investment and/or voting power over the
shares beneficially owned by TVC Capital IV and TCAC Sponsor LLC, and their
respective affiliates.  In this regard, please disclose the members of the TCAC Capital II
Fund, L.P. board of managers.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 March 4, 2022 Page 5
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
March 4, 2022
Page 5
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Leonard Kreynin, Esq.

CORRESP
1
filename1.htm

              Derek Dostal

              +1 212 450-4322

              derek.dostal@davispolk.com

            Davis Polk & Wardwell llp

            450 Lexington Avenue

              New York, NY 10017

              CONFIDENTIAL

            February 10, 2022

            Re:

            Tuatara Capital Acquisition Corporation

              Draft Registration Statement on Form S-4

              Confidentially Submitted December 22, 2021

              CIK No. 0001801602

            CONFIDENTIAL

    Mr. Dave Edgar

    Ms. Kathleen Collins

    Division of Corporation Finance

    Office of Technology

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549-3628

    Dear Mr. Edgar and Ms. Collins:

    On behalf of our client, Tuatara Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”)

      of the Securities and Exchange Commission (the “Commission”) relating the Company’s Draft Registration Statement on Form S-4 (the “Draft Registration Statement”)
      contained in the Staff’s letter dated January 21, 2022 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Draft Registration Statement and is filing
      it together with this response letter (the “Registration Statement”). The Registration Statement also contains certain additional updates and revisions.

    Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
      have included page numbers to refer to the location in the Registration Statement, submitted on the date hereof, where the revised language addressing a particular comment appears.

    Draft Registration Statement on Form S-4 submitted December 22, 2021

    Questions and Answers About the Transaction Proposals for Tuatara Shareholders

    What equity stake will current Tuatara public shareholders, the subscription investors, page 14

              1.

              We note throughout your registration statement, you reference that public shareholders of Tuatara will own 40.2% of the New SpringBig common stock and existing SpringBig stockholders will own 49.2% of the
                merged company, both assuming no redemptions. Please balance these ownership percentages by also providing the relevant ownership assuming maximum redemptions. You should clarify prominently that existing SpringBig stockholders may hold as
                much as 79.1% of the post-merger common stock assuming maximum redemptions.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 9, 15, 37 and 125 of the Registration Statement.

              2.

              We note that you do not have a minimum cash amount that is necessary to close the merger, beyond the $5,000,001 net tangible asset requirement. Please quantify the percentage of non-affiliated public shares
                that may be redeemed to maintain a sufficient amount of net tangible assets after redemptions for the merger to proceed.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 10, 15, 16, 38 and 126 of the Registration Statement.

    What vote is required to approve the Transaction Proposals presented at the general meeting? page 18

              3.

              In light of your sponsor, director and officers agreeing to vote to approve all of the Transaction Proposals, please clarify the percentage of non-affiliated votes of your ordinary shares that are necessary to
                pass each proposal. Further, please provide this information assuming only a quorum is present.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 20, 44 and 131 of the Registration Statement.

    If I am a warrant holder, can I exercise redemption rights with respect to my warrants?, page 23

              4.

              Please clarify that even if Tuatara public unitholders redeem their ordinary shares, they will continue to hold Tuatara warrants. However, the public warrants may be redeemed by New SpringBig for $0.01 per
                warrant if the market value of the ordinary shares exceed $18 in the future. Further, clarify that the private placement warrants are not subject to these warrant redemption provisions.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on page 26 of the Registration Statement.

    Summary of the Proxy Statement/Prospectus

    Accounting Treatment, page 36

              5.

              We note your discussion regarding the accounting treatment for the business combination. Please provide us with your accounting analysis with regard to the determination of the accounting acquirer as outlined
                in ASC 805-10-55-10 to ASC 805-10-55-15. In your response, ensure you address the following:

              •

              How you factored the public and private warrants in Tuatara in your determination that SpringBig's shareholders will have the largest voting interest in New SpringBig.

              •

              Clarify whether the Pipe Investors have any related party interests with Tuatara.

              •

              How you determined that SpringBig's directors will represent the majority of the new board. In this regard, provide us with the names of each board member in the combined company and their relationship to
                either SpringBig or Tuatara prior to the merger.

              •

              Provide the names of any senior management in the combined entity besides Messrs. Harris and Sykes and their relationship, if any, to either SpringBig or Tuatara prior to the merger.

    Response:          The Company respectfully acknowledges the Staff’s comment and has provided further details on its accounting analysis below and to the Registration Statement, as applicable.

      2

    Relative voting rights

    The Company has made the following analysis as it made its determination that SpringBig’s shareholders will have the largest voting interest in New SpringBig:

              •

              Immediately following the Merger:

              o

              Assuming no redemptions by existing Tuatara stockholders, SpringBig shareholders are expected to own 49.2% of the post-merger company (as disclosed on pages 9, 15, 37, 76, 86 and 125 of the Registration Statement), while the
                Sponsor and current Tuatara shareholders are expected to own 48.2% of the post-merger company consisting of 8.0% founders and 40.2% public shareholders.

              o

              Assuming maximum redemptions of by existing Tuatara shareholders, SpringBig shareholders are expected to own 78.3% of the post-merger company (as disclosed on pages 10, 16, 38, 125, and 172 of the Registration Statement), and
                current Tuatara stockholders are expected to own 17.5% of the post-merger company.

              o

              Accordingly, the owner of the majority of the voting shares immediately following the Merger (i.e., Tuatara or SpringBig) is determined to be SpringBig.

              •

              The Company respectfully notes that, as part of our accounting analysis, we considered the impact of the public and private warrants in Tuatara in our determination that Springbig’s shareholders will have the largest voting interest in
                New SpringBig.

              o

              After consideration, we made the determination that the public and private warrants in Tuatara are not relevant in the determination of voting rights for the following reason:

              o

              The warrants do not have voting rights until they are exercised and considered to be issued and outstanding. The voting rights were determined based on a basic weighted average share calculation and, because the exercise price of the
                warrants of $11.50 is higher than the average stock price, the warrants were not exercised and therefore should not be included in the determination of voting interest.

              •

              The Company respectfully notes that one of the PIPE investors is Tuatara Capital Fund, II L.P., an affiliate of the Company, and another PIPE investor is Jeffrey Harris, CEO of SpringBig. These relationships are discussed in further
                detail in the Registration Statement, including on pages 229 and 233, and with revised language on page 172. Once the affiliated PIPE shares are allocated to Tuatara and SpringBig, respectively, the unaffiliated PIPE investors will
                represent 1.4% and 2.2% of the total shares issued in the case of no redemptions and maximum redemptions, respectively.

    Large minority interest

    The shares expected to be issued in the acquisition of SpringBig will be issued in their entirety to SpringBig’s shareholders. As noted above, SpringBig is expected to be issued approximately 49-80% of the combined
      company’s outstanding shares and, therefore, constitute at least a large minority interest.

    Board composition

    The Company has determined that SpringBig’s directors will represent a majority of the non-independent directors of the new board. The disclosure on pages 9 and 38-39 explains that Tuatara will designate one director
      while SpringBig will designate three directors. The names and relationships of these directors, other than Jeffrey Harris, will be disclosed in an amendment to the Registration Statement.

    Senior management

    In addition to Messrs. Harris and Sykes, Mr. Navin Anand will serve as Chief Technology Officer for the combined company. The Company has revised the disclosure on page 220 and 224 to discuss the addition of Mr. Anand
      and note that he has served as Chief Technology Officer for SpringBig since April 2021. Therefore, the management of the post-merger company will be comprised of SpringBig’s current senior management.

      3

    Risk Factors

    Risks Related to Tuatara and the Business Combination

    We have identified two material weaknesses in our internal control over financial reporting...,page 73

              6.

              Your current discussion regarding the material weaknesses in your internal control over financial reporting indicates that such weaknesses were the result of the Staff's April 12, 2021 statement and the
                company's restatement. Please revise to identify the actual weaknesses in your internal controls.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 76 and 77 of the Registration Statement.

              7.

              You state that you continue to evaluate steps to remediate the material weaknesses in internal control over financial reporting. Please revise to include a discussion of your remediation plan and clarify what
                steps, if any, have been fully implemented and what\ remains to be completed in your remediation efforts. Also, disclose how long you estimate it will take to complete your remediation plan and discuss any associated material costs that you
                have incurred, or expect to incur.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on page 77 of the Registration Statement.

    Activities taken by affiliates of Tuatara to purchase, directly or indirectly, public shares will increase the likelihood..., page 84

              8.

              Please clarify whether the affiliates of Tuatara, or New SpringBig, may also engage in activities to purchase public shares that may increase the price of the common stock to trigger the exercise of the
                Earn-Out provisions or the warrant redemption provisions.

    Response:          The Company acknowledges the Staff's comment and recognizes the risk referenced therein is not relevant. We have therefore removed the risk factor on page 87 of the Registration Statement.

    Upon completion of the business combination, the rights of holders of New SpringBig's common stock arising under the DGCL will differ..., page 88

              9.

              This risk factor briefly discusses that New SpringBig’s corporate governing documents will be less favorable than those of Tuatara. Please consider adding a risk factor that addresses the changes in your
                Organizational Documents Proposals A, B, C, D and E, involving exclusive forum, classified board, only removal of directors for cause, no actions by written consent, and no special meetings and how they may concentrate more power to
                management.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 91 and 92 of the Registration Statement.

    Tuatara's Board of Directors' Reasons for Approval of the Business Combination, page 115

              10.

              Please provide more detail regarding how the Board determined the valuation of SpringBig and how the $245 million valuation was fair to investors. Describe the valuation methodology used in detail, including
                the specific metrics and comparable companies and transactions.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 118 and 119 of the Registration Statement.

      4

    Certain Projected Financial Information, page 118

              11.

              We note that SpringBig is currently projecting Brands Revenue to increase from $800,000 in 21E to $19.1 million in 24E, which is 2288% revenue growth in 3 years. Please provide the basis for and the underlying
                assumptions as to why the management of SpringBig believes that this line of revenue will increase this much in such a short period of time. Further, please clarify the actual Brands Revenue and number of Brands clients for your most recent
                periods.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on page 122 of the Registration Statement.

              12.

              Similarly, please clarify why SpringBig's management believes its annual revenue growth rate will be between 58% to 65% in the next 3-4 years. Please clarify the assumptions used to determine these growth
                rates, such as acquisitions, specific new product introductions or expansion into new markets.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on page 122 of the Registration Statement.

    Effects of the Domestication, page 137

              13.

              You indicate that U.S. Holders generally will not recognize taxable gain or loss as a result of the domestication for U.S. federal income tax purposes. Please provide an opinion of tax counsel to support this
                assertion.

    Response:          In response to the Staff’s comment, the Company has revised its disclosure on pages 134-135 of the Registration Statement. We are also filing a form of opinion from Davis Polk tax counsel
      as Exhibit 8.1 to the Registration Statement.

    Unaudited Pro Forma Condensed Combined Financial Information, page 166

              14.

              You state that the maximum redemption scenario assumes the maximum number of shares that can be redeemed without violating the conditions of the merger or the requirements of Tuatara's Amended and Restated
                Memorandum and Articles of Association. Please revise to clarify, here and throughout the filing, wha

United States securities and exchange commission logo
January 21, 2022
Albert Foreman
Chief Executive Officer
Tuatara Capital Acquisition Corporation
655 Third Avenue, 8th Floor
New York, NY 10017
Re:Tuatara Capital Acquisition Corporation
Draft Registration Statement on Form S-4
Submitted December 22, 2021
CIK No. 0001801602
Dear Mr. Foreman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 submitted December 22, 2021
Questions and Answers About the Transaction Proposals for Tuatara Shareholders
What equity stake will current Tuatara public shareholders, the subscription investors, page 14
1.We note throughout your registration statement, you reference that public shareholders of
Tuatara will own 40.2% of the New SpringBig common stock and existing SpringBig
stockholders will own 49.2% of the merged company, both assuming no redemptions.
Please balance these ownership percentages by also providing the relevant ownership
assuming maximum redemptions.  You should clarify prominently that existing SpringBig
stockholders may hold as much as 79.1% of the post-merger common stock assuming
maximum redemptions.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 January 21, 2022 Page 2
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 2
2.We note that you do not have a minimum cash amount that is necessary to close the
merger, beyond the $5,000,001 net tangible asset requirement.  Please quantify the
percentage of non-affiliated public shares that may be redeemed to maintain a sufficient
amount of net tangible assets after redemptions for the merger to proceed.
What vote is required to approve the Transaction Proposals presented at the general meeting?,
page 18
3.In light of your sponsor, director and officers agreeing to vote to approve all of the
Transaction Proposals, please clarify the percentage of non-affiliated votes of your
ordinary shares that are necessary to pass each proposal.  Further, please provide this
information assuming only a quorum is present.
If I am a warrant holder, can I exercise redemption rights with respect to my warrants?, page 23
4.Please clarify that even if Tuatara public unitholders redeem their ordinary shares, they
will continue to hold Tuatara warrants. However, the public warrants may be redeemed by
New SpringBig for $0.01 per warrant if the market value of the ordinary shares exceed
$18 in the future.  Further, clarify that the private placement warrants are not subject to
these warrant redemption provisions.
Summary of the Proxy Statement/Prospectus
Accounting Treatment, page 36
5.We note your discussion regarding the accounting treatment for the business combination.
Please provide us with your accounting analysis with regard to the determination of the
accounting acquirer as outlined in ASC 805-10-55-10 to ASC 805-10-55-15.  In your
response, ensure you address the following:
•How you factored the public and private warrants in Tuatara in your determination
that SpringBig's shareholders will have the largest voting interest in New SpringBig.
•Clarify whether the Pipe Investors have any related party interests with Tuatara.
•How you determined that SpringBig's directors will represent the majority of the new
board. In this regard, provide us with the names of each board member in the
combined company and their relationship to either SpringBig or Tuatara prior to the
merger.
•Provide the names of any senior management in the combined entity besides Messrs.
Harris and Sykes and their relationship, if any, to either SpringBig or Tuatara prior to
the merger.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 January 21, 2022 Page 3
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 3
Risk Factors
Risks Related to Tuatara and the Business Combination
We have identified two material weaknesses in our internal control over financial reporting...,
page 73
6.Your current discussion regarding the material weaknesses in your internal control over
financial reporting indicates that such weaknesses were the result of the Staff's April 12,
2021 statement and the company's restatement.  Please revise to identify the actual
weaknesses in your internal controls.
7.You state that you continue to evaluate steps to remediate the material weaknesses in
internal control over financial reporting.  Please revise to include a discussion of your
remediation plan and clarify what steps, if any, have been fully implemented and what
remains to be completed in your remediation efforts.  Also, disclose how long you
estimate it will take to complete your remediation plan and discuss any associated material
costs that you have incurred, or expect to incur.
Activities taken by affiliates of Tuatara to purchase, directly or indirectly, public shares will
increase the likelihood..., page 84
8.Please clarify whether the affiliates of Tuatara, or New SpringBig, may also engage in
activities to purchase public shares that may increase the price of the common stock to
trigger the exercise of the Earn-Out provisions or the warrant redemption provisions.
Upon completion of the business combination, the rights of holders of New SpringBig's common
stock arising under the DGCL will differ..., page 88
9.This risk factor briefly discusses that New SpringBig’s corporate governing documents
will be less favorable than those of Tuatara.  Please consider adding a risk factor that
addresses the changes in your Organizational Documents Proposals A, B, C, D and E,
involving exclusive forum, classified board, only removal of directors for cause, no
actions by written consent, and no special meetings and how they may concentrate more
power to management.
Tuatara's Board of Directors' Reasons for Approval of the Business Combination, page 115
10.Please provide more detail regarding how the Board determined the valuation of
SpringBig and how the $245 million valuation was fair to investors.  Describe the
valuation methodology used in detail, including the specific metrics and comparable
companies and transactions.
Certain Projected Financial Information, page 118
11.We note that SpringBig is currently projecting Brands Revenue to increase from $800,000
in 21E to $19.1 million in 24E, which is 2288% revenue growth in 3 years.  Please
provide the basis for and the underlying assumptions as to why the management of

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 January 21, 2022 Page 4
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 4
SpringBig believes that this line of revenue will increase this much in such a short period
of time.  Further, please clarify the actual Brands Revenue and number of Brands
clients for your most recent periods.
12.Similarly, please clarify why SpringBig's management believes its annual revenue growth
rate will be between 58% to 65% in the next 3-4 years.  Please clarify the assumptions
used to determine these growth rates, such as acquisitions, specific new
product introductions or expansion into new markets.
Effects of the Domestication, page 137
13.You indicate that U.S. Holders generally will not recognize taxable gain or loss as a result
of the domestication for U.S. federal income tax purposes.  Please provide an opinion of
tax counsel to support this assertion.
Unaudited Pro Forma Condensed Combined Financial Information, page 166
14.You state that the maximum redemption scenario assumes the maximum number of shares
that can be redeemed without violating the conditions of the merger or the requirements of
Tuatara's Amended and Restated Memorandum and Articles of Association.  Please revise
to clarify, here and throughout the filing, what happens if more than 18,825,891
shareholders wish to redeem their shares.
15.Please revise your disclosures related to the Earnout Shares to explain your proposed
accounting for such shares and revise the pro forma financial statements accordingly.  If
you determine that the Earnout Shares will be accounted for as liabilities, disclose and
discuss the potential impact of the shares on future results and provide a sensitivity
analysis that quantifies the potential impact that changes in the per share market price of
the post combination common stock could have on the pro forma financial statements.
Refer to Article 11-02(b)(10) of Regulation S-X.
Unaudited Condensed Combined Pro Forma Statement of Operations for the Twelve Months
Ended December 31, 2020, page 171
16.We note that adjustment (3) to your pro forma balance sheet includes $10.3 million of
estimated legal, financial advisory and other professional fees related to the business
combination that are not reflected in the historical financial statements for either entity.
Please revise to reflect any unrecorded transaction costs that will be expensed as part of
the merger in the pro forma statement of operations assuming such adjustment was made
as of the beginning of the fiscal year presented.  To the extent these costs will not recur in
the income of the combined entity beyond 12 months after the merger, revise to indicate
as such in the pro forma notes.  Refer to Article 11-02(b)(6)(B) and 11-02(b)(11)(i) of
Regulation S-X.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 January 21, 2022 Page 5
 FirstName LastName
Albert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 5
Business of SpringBig, page 191
17.You refer to SpringBig as a “market-leading software platform providing customer loyalty
and marketing automation solutions to cannabis retailers and brands in the U.S. and
Canada.”  Please provide the basis for your belief of SpringBig’s market leadership, such
as market-share by revenues.  We note you refer to SpringBig’s industry as highly
fragmented.
18.Your business section discusses sales and operations in Canada and Brands clients.  Please
clarify whether you currently generate material amounts of revenue in Canada or through
Brand clients.  We note that in your projections section, you anticipate less than $1 million
in Brands Revenue in 2021.
19.Please briefly discuss how you price your subscriptions to your clients for the use of your
platform.  You briefly mention quantum of communication credits on page 204.  It is
unclear whether your pricing is solely based on the amount of communications rendered
or whether it is based on the success or effectiveness of such communications or other
criteria.
20.Please discuss any material agreements with the 18 point-of-sale providers and 4 major
cannabis e-commerce providers. Disclose whether you derive a material amount of
revenue from, share revenues with, or rely on these providers for distribution.
21.Please provide a more detailed description of the regulatory landscape regarding text
message marketing laws concerning cannabis-related businesses and the impact on the
company. Discuss the scope of the carrier-implemented restrictions and how your
relationships with messaging distributors have allowed you to continue servicing your
customers.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting Our Performance, page 204
22.You state that your ability to expand your relationships with customers, and their
satisfaction of your product offerings and client service, is demonstrated by your net
retention rate.  Please revise to provide this measure for each period presented and include
a discussion of any significant fluctuations from period-to-period.  Also, revise to clarify
how the average recurring monthly subscription revenue used in such calculation is
determined.  In this regard, explain whether excess use revenue is included in this measure
and if so, how.
Key Operating and Financial Metrics, page 206
23.You state that subscriptions automatically renew unless notice of cancellation is provided
in advance.  Please tell us, and revise as necessary to clarify, whether a customer has the
option to cancel their subscription during the subscription term and if so, whether they
will incur any penalties for early termination.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 January 21, 2022 Page 6
 FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 6
24.You disclose that annualized revenue is calculated as twelve times the most recent
month’s revenue.  Please tell us, and revise to clarify, whether this metric includes
revenue from excess usage fees and if so, explain your basis for annualizing optional
usage.
Results of Operations
Comparison of Nine Months Ended September 30, 2021 and 2020
Revenue, page 208
25.Please revise to disclose the relative contribution of the revenue increase attributed to both
new and existing customers.  Similar revisions should be made to the discussion of your
annual results.  Refer to Section III.D of SEC Release No. 33-6835.
Executive Compensation, page 219
26.Please clarify whether you will disclose additional Named Executive Officers here and
additional post-merger executive officers on page 215.  We note that SpringBig’s website
lists a large management team.
Beneficial Ownership of Securities, page 223
27.Please provide the beneficial ownership of SpringBig, Inc. prior to the initial business
combination.
Certain SpringBig Relationships and Related Party Transactions, page 228
28.You indicate that SpringBig’s CEO, Jeffrey Harris, is the founder and holds a controlling
equity interest in InteQ.  We note that InteQ offers a similar marketing and loyalty
program platform as SpringBig, but outside of the cannabis industry.  Please clarify any
relationships between these entities, including those involving Mr. Harris, such as non-
compete agreements or technology licensing agreements.  Please clarify whether either
party is restricted from competing for similar clients or in similar markets.  To extent there
are any conflicts of interests, such as competing for acquisitions to improve the
functionality of SpringBig's platform, please consider adding an appropriate risk factor to
discuss these conflicts and the operation of the corporate opportunities waiver.
SpringBig, Inc. Audited Financial Statements
Report of Independent Registered Public Accounting Firm, page F-36
29.Please revise the Report of SpringBig's Independent Registered Public Accounting Firm
to include the date the report was issued and the city and state where issued.  Refer to Rule
2-02(a) of Regulation S-X.
Statements of Operations, page F-38
30.Please revise to include the disclosures related to net loss per share for each income
statement period presented.  Refer to ASC 260-10-50-1.

 FirstName LastNameAlbert Foreman
 Comapany NameTuatara Capital Acquisition Corporation
 January 21, 2022 Page 7
 FirstName LastNameAlbert Foreman
Tuatara Capital Acquisition Corporation
January 21, 2022
Page 7
Notes to Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies, page F-41
31.Please revise to include an accoun