SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| SpringBig Holdings, Inc. |
| (Name of Issuer) |
| Common Stock, $0.0001 per share |
| (Title of Class of Securities) |
| 85021Q108 |
| (CUSIP Number) |
| June 1, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 85021Q108 | 13G | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSONS | ||
| L1 Capital Global Opportunities Master Fund Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP | ||
|
(a) ☐ | |||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Cayman Islands | |||
| 5 | SOLE VOTING POWER | ||
| 3,999,195 shares of common stock (1) | |||
| NUMBER OF | 6 | SHARED VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | 0 | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH REPORTING | |||
| PERSON WITH | 3,999,195 shares of common stock (1) | ||
| 8 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 3,999,195 shares of common stock (1)(2) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||
|
☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 9.99% (2)(3) | |||
| 12 | TYPE OF REPORTING PERSON | ||
|
FI (4) | |||
| (1) | David Feldman and Joel Arber are both the directors of L1 Capital Global Opportunities Master Fund Ltd. As such they each individually have sole dispositive and voting power. |
| (2) | The total number of shares of common stock beneficially owned by L1 Capital Global Opportunities Master Funds Ltd. as of June 1 consists of 3,984,195 shares of common stock and 15,000 shares of common stock issuable upon conversion of a Senior Secured Convertible Note with outstanding principal of $5,976,929 (the “Note”). The Note is convertible at $1.00 per share, except for $290,000 of which is convertible at $0.3037 (the “Special Note Amount”) including the 15,000 shares now beneficially owned. This amount beneficially owned does not include (i) 939,890 shares of common stock issuable upon conversion of the Note using the remainder of the Special Note Amount at $0.3037 per share; (ii) 5,686,929 shares of common stock issuable upon conversion of the Note at $1.00 per share; nor (iii) 586,980 shares of common stock issuable upon exercise of warrants to purchase common stock exercisable at $1.00 per share. Conversion of the Note and exercise of the warrants are subject to a 9.99% beneficial ownership limitation. |
| (3) | Based on 40,001,855 shares of common stock outstanding upon closing of an offering as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission on May 31, 2023. |
| (4) | The reporting person has not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(b). |
| CUSIP No. 85021Q108 | 13G | Page 3 of 5 Pages |
Item 1. Security and Issuer.
| (a) | Name of Issuer: |
SpringBig Holdings, Inc.
|
(b) |
Address of Issuer: |
621 NW 53rd Street, Ste. 260, Boca Raton, Florida 33487
Item 2. Identity and Background.
| (a) | Name of Person Filing: |
| L1 Capital Global Opportunities Master Fund, Ltd. | |
| (b) | Address of Principal Business Office or, if none, Residence: |
|
161A Shedden Road, 1 Artillery Court PO Box 10085 Grand Cayman, Cayman Islands KY1-1001 | |
| (c) | Citizenship or Place of Organization: |
| Cayman Islands | |
| (d) | Title of Class of Securities: |
| Common Stock, par value $0.0001 per share. | |
| (e) | CUSIP Number: |
| 85021Q108 |
Item 3.
Not applicable.
| CUSIP No. 85021Q108 | 13G | Page 4 of 5 Pages | ||
Item 4. Ownership.
| (a) | The information required by Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the cover page and is incorporated herein by reference. |
| (b) | The percentage set forth on Row (11) of the cover page for the reporting person is based on 40,001,855 shares of common stock outstanding upon closing of an offering of common stock and warrants, as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission on May 31, 2023. |
| (c) | David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund Ltd. As such, L1 Capital Global Opportunities Master Fund Ltd, Mr. Feldman and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 3,999,195 shares of common stock. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such shares, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes. |
| (d) | The total number of shares of common stock beneficially owned by L1 Capital Global Opportunities Master Funds Ltd. as of June 1 consists of 3,984,195 shares of common stock and 15,000 shares of common stock issuable upon conversion of a Senior Secured Convertible Note with outstanding principal of $5,976,929 (the “Note”). The Note is convertible at $1.00 per share, except for $290,000 of which is convertible at $0.3037 (the “Special Note Amount”) including the 15,000 shares now beneficially owned. This amount beneficially owned does not include (i) 939,890 shares of common stock issuable upon conversion of the Note using the remainder of the Special Note Amount at $0.3037 per share; (ii) 5,686,929 shares of common stock issuable upon conversion of the Note at $1.00 per share; nor (iii) 586,980 shares of common stock issuable upon exercise of warrants to purchase common stock exercisable at $1.00 per share. Conversion of the Note and exercise of the warrants are subject to a 9.99% beneficial ownership limitation. |
| Item 5. |
Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐ |
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. |
Certifications.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 85021Q108 | 13G | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
| By: | L1 Capital Global Opportunities Master Fund Ltd. | |
| June 7, 2023 | By: | /s/ David Feldman |
| David Feldman, Director | ||