TCAC Sponsor, LLC - Feb 11, 2021 Form 3/A - Amendment Insider Report for SpringBig Holdings, Inc. (SBIG)

Role: 10%+ Owner
Signature: TCAC Sponsor, LLC, By: : Al Foreman , as authorized signatory
Stock symbol: SBIG
Transactions as of: Feb 11, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 6/29/2022, 07:58 PM
Date Of Original Report: Feb 11, 2021
Next filing: May 19, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SBIG	Class B ordinary shares							Feb 11, 2021	Class B ordinary shares	4.9M		Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-252484) (the "Registration Statement") under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately following the consummation of the issuer's initial business combination, subject to adjustment as described in the Registration Statement. The Class B ordinary shares have no expiration date.
F2	These shares represent Class B ordinary shares held by the reporting person, acquired pursuant to a subscription agreement by and between the reporting person and the issuer. The Class B ordinary shares owned by the reporting person includes up to 656,250 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
F3	TCAC Sponsor, LLC (the "Sponsor") is the record owner of these shares. Tuatara Capital Fund II, L.P ("Fund II") is the sole member of the Sponsor. Fund II was omitted as a reporting person from the Sponsor's original Form 3 and was also omitted from a Form 4 filed by the reporting person after its original Form 3 was filed. Fund II is controlled by a board of managers comprised of three individuals - Albert Foreman, Mark Zittman and Marc Riiska.
F4	Any action by the Sponsor with respect to shares of the Issuer, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers of Fund II. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of Fund II's managers, none of the managers is deemed to be a beneficial owner of the Issuer's securities, even those in which he holds a pecuniary interest. Accordingly, none of the managers is deemed to have or share beneficial ownership of the founders shares held by the Sponsor.