SBIG 10-Q
SpringBig Holdings, Inc. (SBIG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarter ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(I.R.S Employer Identification No.) |
| (Address of principal executive offices) | (zip code) |
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 14, 2026, there were
SPRINGBIG HOLDINGS, INC.
TABLE OF CONTENTS
i
Part I – Financial Information
Forward Looking Statements
This Quarterly Report on Form 10-Q contains forward looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward looking statements. Forward looking statements include our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future cash flows, operating or financial performance or other events. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and Company, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, results may prove to be materially different. Unless otherwise required by law, we disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this report.
Factors that could cause our actual results and our financial condition to differ materially from those indicated in our forward-looking statements include, but are not limited to, the following:
| ● | prior to the consummation of the Reorganization described elsewhere in this Quarterly Report, substantially all of our assets secured our obligations under our secured notes. Following the occurrence of events of default under those notes, the holders possessed various remedies, including foreclosure upon the collateral securing the notes. Subsequent to June 30, 2026, we consummated a reorganization transaction pursuant to which SpringBig Holdings, Inc. transferred its ownership interest in SpringBig, Inc. and was released from its obligations under the secured notes. As a result, our future business, financial condition and prospects differ materially from those prior to the reorganization transaction; | |
| ● | our ability to identify and consummate a business combination or other strategic transaction following the Reorganization, and the risk that we will likely liquidate and wind up our affairs if unable to do so; |
| ● | our growth prospects; |
| ● | new product and service offerings we may introduce in the future; |
| ● | the price of our securities, including volatility resulting from changes in the competitive and highly regulated industry in which we operate and plan to operate, variations in performance across competitors, changes in laws and regulations affecting our business and changes in the combined capital structure; |
| ● | the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; and |
| ● | other risks and uncertainties indicated from time to time in filings made with the Securities and Exchange Commission (the “SEC”). |
These risks are not exhaustive. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of SpringBig prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.
You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
1
Item 1. Financial Statements
SPRINGBIG HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
| June 30, 2026 |
December 31, 2025 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance of $ | ||||||||
| Contract assets | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Right of use asset | ||||||||
| Goodwill | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Deferred payroll tax credits | ||||||||
| Debt, current | ||||||||
| Operating lease liability, current | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, non-current | ||||||||
| Operating lease liability, non-current | ||||||||
| Warrant liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock par value $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
2
SPRINGBIG HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share data)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Expenses | ||||||||||||||||
| Selling, servicing and marketing | ||||||||||||||||
| Technology and software development | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/ (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on asset disposal | ( | ) | ( | ) | ||||||||||||
| Change in fair value of warrants | ||||||||||||||||
| Total other income/ (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Income taxes expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share: | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted-average common shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
3
SPRINGBIG HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT
(UNAUDITED)
(in thousands except share data)
Three Months Ended June 30, 2026
| Common Stock Shares |
Amount | Additional Paid-in Capital |
Accumulated Deficit |
Total | ||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||
| Restricted stock units vesting | ||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Six Months Ended June 30, 2026
| Common Stock Shares |
Amount | Additional Paid-in Capital |
Accumulated Deficit |
Total | ||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||
| Restricted stock units vesting | ||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Three Months Ended June 30, 2025
| Common Stock Shares |
Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||
| Restricted stock units vesting | ||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Six Months Ended June 30, 2025
| Common Stock Shares |
Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||
| Restricted stock units vesting | ||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
4
SPRINGBIG HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Loss on asset disposal | ||||||||
| Non-cash interest expense | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt financing costs | ||||||||
| Stock-based compensation expense | ||||||||
| Credit loss expense | ||||||||
| Amortization of operating lease right of use assets | ||||||||
| Change in fair value of warrants | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Contract assets | ||||||||
| Accounts payable and other liabilities | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Net increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, at beginning of the period | ||||||||
| Cash and cash equivalents, at end of the period | $ | $ | ||||||
| Supplemental cash flows disclosures | ||||||||
| Interest paid | $ | $ | ||||||
| Obtaining a right-of-use asset in exchange for a lease liability | $ | $ | ||||||
| Right-of-use asset derecognized in connection with early lease termination | $ | $ | ||||||
| Amount added to principal for non-cash interest on Convertible Notes | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
5
SPRINGBIG HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 – DESCRIPTION OF BUSINESS
SpringBig Holdings, Inc. and its wholly owned subsidiaries (the “Company,” “we,” “us,”, “our”, or “SpringBig”) developed a software platform that provides marketing and customer engagement services to retailers in regulated industries throughout the United States and Canada. The Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarters are in Boca Raton, Florida, with additional offices located in the United States and Canada. Until July 2026, the Company had
On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “TCAC”)), consummated the business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the business combination (the “Closing”), Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig continued the existing business operations of Legacy SpringBig as a publicly traded company.
Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Capital Market.
On September 1, 2023, the Board of Directors of SpringBig Holdings, Inc. determined that it would not be in the best interest of the Company or its shareholders to meet the continued listing requirements of the Nasdaq Capital Market, and the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) that it was withdrawing its appeal of the Nasdaq Listings Qualification staff’s delist determination dated March 7, 2023, for the Company’s failure to meet the market value of listed securities requirement in the Nasdaq Listing Rules.
The Company’s common stock was quoted for trading on the OTCQX® Best Market from September 6, 2023, to March 31, 2025, and is now quoted for trading on the OTCQB® Venture Market and its public warrants are quoted for trading on the OTC Pink Market under their current trading symbols “SBIG” and “SBIGW,” respectively. The Company remains a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Subsequent to June 30, 2026, the Company transferred its ownership interest in SpringBig, Inc. pursuant to the Reorganization Agreement, dated July 13, 2026 (the “Reorganization Agreement”), among the Company, SpringBig, Inc, Shalcor Management Inc., as collateral agent and administrative agent for the holders of the Company’s 2024 Secured Convertible Notes and 2024 Secured Term Notes (collectively, the “Notes”), Lightbank II, L.P. and LS Round II, LLC (the “Reorganization”). Following the Reorganization, the Company was released from all obligations under the Notes and with respect to the secured lenders. The Company remains a reporting company under the Exchange Act and is evaluating strategic alternatives.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The unaudited condensed consolidated financial statements have been prepared in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and therefore do not include certain information, accounting policies, and footnote disclosure information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for future periods or for the year ending December 31, 2026.
The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025, as reported in the 2025 Annual Report on Form 10-K.
6
Going Concern, Liquidity and Management’s Plans
The Company has incurred recurring losses since inception, resulting in an accumulated deficit of approximately $
The working capital deficit, limited liquidity and maturity of the Company’s secured notes raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date these condensed consolidated financial statements are issued. On April 21, 2026, the Company received a Notice of Default, Reservation of Rights and Notice of Termination relating to the Notes. The Notice advises that, upon the occurrence of an event of default, the holders of the Notes may exercise various remedies available under the Notes and applicable law, including acceleration of the outstanding indebtedness and foreclosure upon the collateral securing the Notes. Although the holders of the Notes had not accelerated the indebtedness or exercised their foreclosure remedies as of June 30, 2026, the Company could provide no assurance that such remedies would not be exercised in the future.
Subsequent to June 30, 2026, the Company consummated the Reorganization under the Reorganization Agreement pursuant to Section 272(b) of the Delaware General Corporation Law (“DGCL”). Pursuant to the Reorganization Agreement, the Company transferred its ownership interest in SpringBig, Inc. to LS Round II, LLC in lieu of the exercise of other secured creditor remedies. In connection with the transaction, the Company was released from all of its obligations under the Notes, representing approximately $
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Foreign Currency
The Company translates the condensed consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized, but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company recorded approximately $
Use of Estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Certain accounting policies involve a “critical accounting estimate” because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. In addition, while the Company has used best estimates based on facts and circumstances available to it at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. The Company reviews these estimates and assumptions periodically and reflects on the effects of revisions in the period that are determined to be necessary. The Company believes that the assumptions and estimates associated with income taxes, equity-based compensation (including issuance of common stock for services rendered), warrants, imputed interest on operating lease liabilities, using the U.S. treasuries rate for a similar term prevailing at the lease commencement date as the benchmark rate and adding an appropriate risk margin, and allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, the Company considers the policies related to these financial areas to be critical accounting policies.
7
Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates.
Segments
The Company manages its business as a single operating segment. The chief operating decision maker (“CODM”) reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level. The Company’s Chief Executive Officer (“CEO”) is the CODM, and the Company has no segment managers who are held accountable by the CODM for operations and operating results. The products and services across the Company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.
Fair Value of Financial Instruments
Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities.
Concentrations of Credit Risk
Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company deposits cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, the Company has not experienced any losses on our cash and cash equivalents. The Company performs periodic evaluations of the relative credit standing of the financial institutions.
The Company performs ongoing credit evaluations of its customers’ financial condition and requires no collateral from customers. The Company maintains a credit loss reserve for expected credit losses based upon the expected collectability of accounts receivable balances.
The Company had one customer representing
At June 30, 2026, the Company had two customers representing
The Company had one vendor representing
The Company had two vendors representing
Deferred Financing Costs
On January 23, 2024, the Company issued $
8
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. There are cash equivalents as of June 30, 2026, and December 31, 2025.
As of June 30, 2026, the Company exceeded the federally insured limits of $
Accounts Receivable, Net & Allowance for Credit Losses
Accounts receivable include billed and unbilled receivables, net of allowance for credit losses. Accounts receivable are recorded at invoiced amounts and do not bear interest. Unbilled receivables relate to revenue earned in advance of invoicing per contractual terms with customers. The allowance for credit losses is based on the Company’s assessment of the collectability of accounts receivable considering various factors, including the age of each outstanding invoice, the collection history of each customer, historical write-off experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectability by reviewing accounts receivable on an aggregate basis when similar characteristics exist and on an individual basis when specific customers with collectability issues are identified. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified.
NOTE 3 – ACCOUNTS RECEIVABLE
Accounts receivable, net consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Unbilled receivables | ||||||||
| Total receivables | ||||||||
| Less allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
Credit loss expense was $
NOTE 4 – ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other current liabilities consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Accrued wages, commission and bonus | $ | $ | ||||||
| Accrued professional fees | ||||||||
| Accrued interest on 2024 Secured Convertible and Term Notes | ||||||||
| Sales tax payable | ||||||||
| Deferred financial advisory fees | ||||||||
| Accrued severance | ||||||||
| Other liabilities | ||||||||
| $ | $ | |||||||
9
NOTE 5 – RELATED PARTY TRANSACTIONS
There were two members of the board of directors at December 31, 2025, who are related parties to investors in the debt financing transaction completed on January 23, 2024. In aggregate these investors purchased $
In March 2026, the Company entered into a confidential settlement agreement with Mr. Harris, to resolve all outstanding disputes. The Company believes the agreement reduces potential litigation exposure and uncertainty associated with this matter and does not expect the resolution to have a material adverse effect on its financial position, results of operations, or liquidity. As a result of the settlement, the Company reduced the accrued settlement amount and began making payments to Mr. Harris on April 1, 2026, with two monthly installments of $
NOTE 6 – LONG-TERM DEBT
The table below presents the components of outstanding debt (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| 2024 Secured Term Notes - related parties | $ | $ | ||||||
| 2024 Secured Term Notes | ||||||||
| 2024 Secured Convertible Notes - related parties | ||||||||
| 2024 Secured Convertible Notes | ||||||||
| Less deferred financing fees, net | ( | ) | ( | ) | ||||
| $ | $ | |||||||
On November 11, 2024, the Company amended the terms of the 2024 Secured Term Notes and 2024 Secured Convertible Notes including extending the maturity date to
The interest rates on the 2024 Secured Term Notes and 2024 Secured Convertible Notes increased to
The Company may prepay any portion of the 2024 Secured Term Notes, without penalty, at any time after February 1, 2025.
The 2024 Secured Convertible Notes are convertible into common stock at a conversion price of $
The 2024 Secured Term Notes and 2024 Secured Convertible Notes rank pari passu and are secured on substantially all the assets of the Company.
The 2024 Secured Term Notes and 2024 Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries) and also contain customary events of default.
10
On February 6, 2026, the Company notified the holders of the 2024 Secured Convertible Notes and the 2024 Secured Term Notes that the Company was not in compliance with the minimum cash covenant under the applicable note agreements for the month of January 2026. Subsequently, the Company provided to the holders a compliance certificate stating that the Company was in compliance with the minimum cash covenant under the applicable note agreements for each of the months of February and March 2026. On May 15, 2026 the holders exercised their remedies associated with such event of default and began exercising their control of Springbig, Inc. As part of the remedy the noteholders removed Jaret Christopher as CEO of Springbig, Inc. and as part of the final settlement with Springbig Holdings, Inc., were granted default interest back to the date of loan origination. See Note 16.
The Company recorded interest expense for the three and six months ended June 30, 2026 of $
In light of the contractual maturity of the Company’s long-term debt within twelve months of the balance sheet date and the subsequent settlement between SpringBig Holdings, Inc. and the noteholders, such amounts have been classified as a current liability in the accompanying condensed consolidated balance sheets as of June 30, 2026.
NOTE 7 – WARRANT LIABILITIES
The Company's public warrants are accounted for as liabilities and remeasured at fair value each reporting period. The warrant liability, classified as Level 2, was approximately $
At June 30, 2026 and December 31, 2025, the estimated fair value of the warrants was $
The Company recorded a change in fair value of $
The fair value is determined in accordance with ASC 820, Fair Value Measurement.
NOTE 8 – REVENUE RECOGNITION
The following table represents our revenues disaggregated by type (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| Retail revenue | $ | $ | $ | $ | ||||||||||||
| Brand revenue | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
11
NOTE 9 – STOCK BASED COMPENSATION
The Company maintains the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”).
The number of shares automatically added to the number of shares authorized for issuance on January 1, 2025, and 2026 was
The following table summarizes information on Restricted Stock Units outstanding as of June 30, 2026, under the 2022 Incentive Plan:
| Restricted Stock Units Outstanding | ||||||||||||
| Number of RSU’s | Weighted Average Fair Value (per share) | Weighted Average Vesting (years) | ||||||||||
| Outstanding Balance, January 1, 2025 | $ | |||||||||||
| RSU’s granted | $ | |||||||||||
| RSU’s forfeited and cancelled | ( | ) | $ | |||||||||
| RSU’s vested and common stock issued | ( | ) | $ | |||||||||
| Outstanding Balance, December 31, 2025 | $ | |||||||||||
| RSU’s forfeited and cancelled | ( | ) | $ | |||||||||
| RSU’s vested and common stock issued | ( | ) | $ | |||||||||
| Outstanding Balance, June 30, 2026 | $ | |||||||||||
During the three and six months ended June 30, 2026, compensation expense recorded in connection with the 2022 Incentive Plan was $
NOTE 10 – LEASES
The Company leases office facilities under non-cancelable operating lease agreements that expire on various dates through April 2028.
As of June 30, 2026 and December 31, 2025, operating lease right-of-use assets were $
Operating lease cost was $
12
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Litigation
The Company evaluates the possible resolution of any legal and other contingencies when losses are possible in accordance with ASC 450, Contingencies (“ASC 450”). Significant judgment is required in both the determination of the probability of an outcome as well as the determination of an estimate of the amount of any potential loss.
The Company received a civil investigative demand from the United States Attorney’s Office with regard to its Paycheck Protection Program Loan (“PPP Loan”) originally received in 2020 and forgiven in 2021. The investigation is based on whether the Company was eligible for a PPP Loan if its software products are in fact used to support the use, growth, enhancement or development of marijuana. The amount of the PPP Loan was approximately $
The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows.
Employee Retention Payroll Tax Credits
In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide economic and other relief as a result of the COVID-19 pandemic. The CARES Act includes, among other items, provisions relating to refundable employee retention payroll tax credits. Due to the complex nature of the employee retention credit computations, any benefits we may receive are uncertain and may significantly differ from our current estimates. We plan to record any benefit related to these credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. At December 31, 2023, the Company had a net credit balance of $
Vendor Commitment
In May 2025, the Company entered into an agreement with its largest vendor. As part of the agreement the Company has committed to spending a specified minimum monthly spend with the vendor for 34 months, with additional
NOTE 12 – STOCKHOLDERS’ DEFICIT
In connection with the Company’s 2022 business combination,
13
NOTE 13 – NET LOSS PER SHARE
As of June 30, 2026, and 2025, there were
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options. Basic and diluted net loss per share was the same for each period presented, given there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive.
The following table reconciles actual basic and diluted earnings per share for the three and six months ended June 30, 2026, and 2025, respectively (in thousands, except share and per share data).
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Loss per share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Net loss per common share | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and six months ended June 30, 2026, and June 30, 2025, were as follows:
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Shares subject to outstanding common stock options | ||||||||
| Shares subject to convertible notes stock conversion | ||||||||
| Shares subject to warrants stock conversion | ||||||||
| Shares subject to contingent earn out | ||||||||
| Restricted stock units | ||||||||
NOTE 14 – INCOME TAXES
In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s full valuation allowance against its deferred tax assets. The Company’s effective tax rate for the three and six months ended June 30, 2026 and June 30, 2025 is
NOTE 15 – SEGMENT REPORTING
The Company has determined that it has a operating segment.
14
The following table presents selected financial information with respect to the Company’s single operating segment:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
| Less: Employee expense | ||||||||||||||||
| Contractor expense | ||||||||||||||||
| Occupancy expense | ||||||||||||||||
| Professional services expense | ||||||||||||||||
| Technology platform hosting expense | ||||||||||||||||
| Credit loss expense | ||||||||||||||||
| Other expenses ^ | ||||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on disposal | ( | ( | ||||||||||||||
| Change in fair value of warrants | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| ^ |
The measure of segment assets is reported on the condensed balance sheet as total assets.
NOTE 16 – SUBSEQUENT EVENTS
On July 13, 2026, the Company consummated the transactions contemplated by the Reorganization Agreement, among the Company, SpringBig, Inc, Shalcor Management Inc., as collateral agent and administrative agent for the holders of the Company’s Notes, Lightbank II, L.P. and LS Round II, LLC (the “Transferee”).
Pursuant to the Reorganization Agreement, the Company transferred all of its equity interests in SpringBig, Inc., together with substantially all of the collateral securing the Company’s outstanding Notes, to the Transferee pursuant to Section 272(b) of the DGCL in lieu of the exercise of other secured creditor remedies.
In connection with the Reorganization, the Company was released from all of its obligations under the Notes, representing approximately $
Following the Reorganization, the Company no longer owns the equity interests of SpringBig, Inc. and its principal assets consist primarily of the cash consideration received at closing together with any remaining assets and liabilities not transferred pursuant to the Reorganization Agreement. Management is evaluating the accounting and reporting implications of the transaction, including its effect on the Company’s future financial statements and operations. If the Company is unable to consummate a strategic transaction, the Company will likely liquidate and wind up its affairs.
On July 10, 2026, the Board of Directors appointed Andrew Jay Glashow as a director and Chief Executive Officer of the Company, effective immediately. Mr. Glashow will receive an annual base salary of $
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
As described under “Recent Developments” below and in Note 16 to the condensed consolidated financial statements included in Item 1 of this report, subsequent to June 30, 2026, the Company consummated a reorganization transaction pursuant to which it transferred all of its equity interests in SpringBig, Inc. and no longer owns or operates the business previously operated by SpringBig, Inc. described below. Going forward, the Company will no longer include such business in its operations and financial results.
Business Overview
SpringBig is a market-leading software platform providing customer loyalty and marketing automation solutions to retailers and brands. We have leveraged our deep expertise in loyalty marketing to develop solutions that address the key challenges faced by retailers and brands, including those in the regulated industries. Stringent, complex, and rapidly evolving regulations have resulted in restricted access to traditional marketing and advertising channels for regulated retailers and brands, preventing them from utilizing many traditional methods for effectively accessing and engaging with consumers. In addition, the lack of industry-specific data and market intelligence solutions limit regulated retailers’ and brands’ ability to efficiently market their products, thereby hindering their growth. Our platform enables our clients to increase brand awareness, engage customers, improve retention, and access actionable consumer feedback data to improve marketing. Our clients can use our loyalty marketing, digital communications, and text/email/push marketing solutions to drive new customer acquisition, customer spend and retail foot traffic. Our proven B2B2C software platform creates powerful network effects between retailers and brands and provides an ability for both to connect directly with consumers. As retailers and brand scale, a virtuous cycle amplifies growth, ultimately expanding SpringBig’s reach and strengthening our value proposition.
SpringBig serves approximately 706 clients across more than 2,600 distinct retail locations in North America. Our clients distribute approximately 600 million messages annually, via text, push or email, and in the last year more than $5.6 billion of gross merchandise value was accounted for by clients utilizing our platform.
On June 14, 2022, SpringBig Holdings, Inc., a Delaware corporation (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara”)), consummated a business combination of Tuatara and SpringBig, Inc., a Delaware corporation. Pursuant to the merger agreement, prior to the closing of the business combination, Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. Prior to the closing date, and in connection with the closing, Tuatara changed its name to SpringBig Holdings, Inc.
As a consequence of the business combination, SpringBig, Inc. became the successor to an SEC-registered and Nasdaq-listed company, which required us to implement procedures and processes to address public company regulatory requirements and customary practices. On September 5, 2023, we were delisted from the Nasdaq Capital Market and our common stock is now quoted for trading on the OTCQB® Venture Market.
Recent Developments
On July 13, 2026, we consummated a reorganization transaction (the “Reorganization”) pursuant to the Reorganization Agreement, dated July 13, 2026 (the “Reorganization Agreement”), among us, SpringBig, Inc, Shalcor Management Inc., as collateral agent and administrative agent for the holders of our 2024 Secured Convertible Notes and 2024 Secured Term Notes (collectively, the “Notes”), Lightbank II, L.P. and LS Round II, LLC. As part of the Reorganization, we transferred all of our equity interests in SpringBig, Inc. to LS Round II, LLC pursuant to Section 272(b) of the Delaware General Corporation Law, in lieu of the exercise of other secured creditor remedies under the Company’s Notes. In connection with the transaction, we were released from all of our obligations under the Notes, representing approximately $12.5 million of principal and accrued interest, and received cash consideration of approximately $172 thousand at closing. As a result, we no longer own the operating business previously conducted through SpringBig, Inc. We remain a reporting company under the Exchange Act and are evaluating strategic alternatives. See Note 16 to the condensed consolidated financial statements for additional information.
On May 28, 2026, we entered into a Separation Agreement with Jaret Christopher, pursuant to which Mr. Christopher ceased to serve as the Chief Executive Officer and a director of the Company.
On July 10, 2026, our Board of Directors appointed Andrew Jay Glashow as a director and as Chief Executive Officer of the Company, effective immediately, to lead our efforts to identify and consummate a strategic business combination. If we are unable to consummate such a transaction, we will likely liquidate and wind up our affairs in accordance with Delaware law.
16
Key Operating and Financial Metrics
We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. The following is our analysis for the three and six months ended June 30, 2026, and 2025, in thousands:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 4,429 | $ | 5,837 | $ | 9,873 | $ | 11,350 | ||||||||
| Net loss | (2,353 | ) | (1,141 | ) | (2,847 | ) | (1,892 | ) | ||||||||
| Adjusted EBITDA | 161 | 285 | 291 | 610 | ||||||||||||
| Number of retail clients | 706 | 762 | 706 | 762 | ||||||||||||
| Net revenue retention | 66 | % | 78 | % | 66 | % | 78 | % | ||||||||
| Number of messages (million) | 138 | 151 | 285 | 284 | ||||||||||||
For a reconciliation of net loss to Adjusted EBITDA see “EBITDA” and “Adjusted EBITDA,” below.
Revenue
We generate revenue from the sale of monthly subscriptions that provide retail clients with access to an integrated platform through which they can manage loyalty programs and communications with their consumers. We also generate additional revenue from these retail clients when the quantum of messages sent to consumers exceeds the amounts in the subscription package. The subscriptions generally have twelve-month terms (which typically are not subject to early termination without a cancellation fee payable by the client), are payable monthly, and automatically renew for subsequent and recurring twelve-month periods unless notice of cancellation is provided in advance.
Our revenue growth is generally achieved through a mix of new clients, clients upgrading their subscriptions (as new clients will frequently enter into a relatively low level of subscription (with respect to the size of such client’s database and the number of their customers on such database) and/or the number of pre-determined communication credits), which frequently occurs shortly after such a client initially becomes a client, and the excess use element of revenues. “Excess use” revenues are revenues derived from amounts charged to clients for exceeding the pre-determined credit volume set forth in the applicable client’s subscription agreement. Given this combination, and particularly the tendency for clients to upgrade soon after becoming a client, we do not actively monitor revenue split between new and existing clients, preferring to use the split between subscription and excess use in combination with net dollar retention and the number of clients as key metrics, as described below.
Other Key Operating Metrics
The growth in our revenues is a key metric at this stage in our development as a Company and therefore to provide investors with additional information, we have disclosed in the table above the number of our retail clients, our net revenue retention rate and the number of messages distributed through the SpringBig platform by our clients. We regularly review the key operating and financial metrics set forth above to evaluate our business, our growth, assess our performance and make decisions regarding our business. We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and they may be helpful in evaluating the state and growth of our business.
Number of Retail Clients. We disclose in the table above the number of discrete SpringBig platforms used by clients of the business at the end of the relevant period. We view this number as an important metric to assess the performance of our business because an increased number of clients drives growth, increases brand awareness and helps contribute to our reach and strengthening our value proposition.
Net Revenue Retention. We believe that the growth in the use of our platform by our clients is an important metric in evaluating our business and growth. We monitor our dollar-based net revenue retention rate on a rolling basis to track the maintenance of revenue and revenue-increasing activity growth. “Net revenue retention rate” (also referred to as “net dollar retention rate”) does not have a standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies, and further, investors should not consider it in isolation. When evaluating our retention rates and calculating our net revenue retention rate, SpringBig calculates the recurring monthly subscription revenue from retail clients, adjusted for losses, increases and decreases in monthly subscriptions during the prior twelve months divided by the recurring monthly subscription revenue at the start of the trailing twelve-month period. The net revenue retention is calculated based on subscription revenues only and does not include the impact of excess use revenue.
Number of Messages Sent. We believe that the volume of messages sent is important as it indicates the frequency of use and level of engagement of our platform by our clients. Messages are distributed by text, email, and direct push notifications to mobile applications.
17
EBITDA and Adjusted EBITDA
To provide investors with additional information regarding our financial results, we have disclosed EBITDA, which is a non-GAAP financial measure that we calculate as net income (loss) before interest, taxes, depreciation and amortization and Adjusted EBITDA, which represents EBITDA adjusted for certain unusual, infrequent items, or non-cash items (such as credit loss expense and stock-based compensation).
We present EBITDA and Adjusted EBITDA because they are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors, and is widely used by analysts, investors and competitors to measure a company’s operating performance.
EBITDA and Adjusted EBITDA have limitations, and you should not consider these in isolation or as a substitute for analysis of our results as reported under GAAP, including net loss, which we consider to be the most directly comparable GAAP financial measure. Some of these limitations are:
| ● | although depreciation and amortization are non-cash charges, the assets being depreciated may have to be replaced in the future, and neither EBITDA nor Adjusted EBITDA reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; |
| ● | EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and |
| ● | EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available. |
Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results.
A reconciliation of net loss before taxes to non-GAAP EBITDA and Adjusted EBITDA is as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (2,353 | ) | $ | (1,141 | ) | $ | (2,847 | ) | $ | (1,892 | ) | ||||
| Interest income | - | (33 | ) | - | (33 | ) | ||||||||||
| Interest expense | 2,340 | 317 | 2,695 | 640 | ||||||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Depreciation expense | 5 | 29 | 10 | 62 | ||||||||||||
| EBITDA | (8 | ) | (828 | ) | (142 | ) | (1,223 | ) | ||||||||
| Stock-based compensation | 45 | 173 | 116 | 336 | ||||||||||||
| Credit loss expense | 130 | 130 | 280 | 220 | ||||||||||||
| Lease termination fee | - | 550 | - | 550 | ||||||||||||
| Severance and related payments | - | 260 | 43 | 727 | ||||||||||||
| Change in fair value of warrants | (6 | ) | - | (6 | ) | - | ||||||||||
| Adjusted EBITDA | $ | 161 | $ | 285 | $ | 291 | $ | 610 | ||||||||
Factors Affecting Our Performance
Overall Economic Trends
The overall economic environment and related changes to consumer behavior have a significant impact on our business. Overall, positive conditions in the broader economy promote consumer spending on marketplaces and our customers’ products, while economic weakness, which generally results in reduced consumer spending, may have a negative impact on our customers’ sales, which in turn may impact our revenue.
18
Growth and Retention of Customers
Our revenue grows primarily through acquiring and retaining customers and expanding relationships with customers over time, increasing the revenue per customer. We have historically been able to attract, retain and grow relationships with customers as a result of the Company’s comprehensive product suite, differentiated loyalty programs, consistent communications with customers, and reliable customer service.
Regulation and Maturation of Cannabis Markets
The cannabis industry continues to evolve as additional jurisdictions consider or implement legalization of cannabis for medical and/or adult use and the applicable regulatory environment continues to develop. Historically, these developments, as well as the growth and maturation of legal cannabis markets, had a significant impact on our business, customers and operating results.
Following the Company’s recent reorganization, however, the Company is no longer engaged in the cannabis-focused operations that historically comprised its principal business. Accordingly, developments in the cannabis industry and changes in cannabis laws and regulations are not expected to have the same direct impact on the Company’s future operations and financial results as they have historically.
The Company is currently focused on evaluating strategic opportunities, including a potential merger or other strategic transaction. As a result, the Company’s future business and financial results will depend primarily on the outcome of these strategic efforts and, following the completion of any transaction, the business, industry and regulatory environment of the resulting company.
Components of Our Results of Operations
Revenue
SpringBig provides its retail customers with access to an integrated platform that provides all the functions of the Company’s proprietary software, which uses proprietary technology to send text, email, and push messages to the customer’s contacts. This access is provided to customers under a contract, with revenue generated from monthly subscriptions for credits (up to the pre-contracted amount) and optional purchases of additional credits.
Cost of Revenue
Cost of revenue consists primarily of amounts payable to distributors of messages on behalf of the Company’s customers across cellular networks and integrations.
Selling, Servicing and Marketing Expenses
Selling, servicing and marketing expenses consist of salaries, benefits, travel expense and incentive compensation for our sales, servicing and marketing employees. In addition, sales, servicing and marketing expenses include business acquisition marketing, events cost, and branding and advertising costs.
19
Technology and Software Development Expenses
Technology and software development costs consist of salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as maintaining and improving existing products. We evaluate whether to capitalize certain costs associated with technology and software development in accordance with ASC 350-40, Intangibles – Goodwill and Other – Internal Use Software, but these are limited in quantum as we are constantly and regularly making enhancements to our technology platform and do not consider them appropriate to be capitalized. To the limited extent any costs are capitalized, the costs are generally amortized over a three-year period commencing on the date that the specific software product is placed in service.
General and Administrative Expenses
General and administrative expenses consist primarily of payroll and related benefits costs for our employees involved in general corporate functions including finance, human resources and investor relations, as well as costs associated with the use by these functions of software and equipment. All rent, insurance and other occupancy costs are also included in general and administrative expenses as are professional and outside services related to legal, audit and other services, and stock compensation expenses.
Results of Operations
Comparison of Three Months Ended June 30, 2026, compared to Three Months Ended June 30, 2025
The following tables set forth our results of operations for the periods indicated (in thousands):
| Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | Increase (decrease) | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenue | $ | 4,429 | $ | 5,837 | $ | (1,408 | ) | -24 | % | |||||||
| Cost of revenue | 1,568 | 1,499 | (69 | ) | -5 | % | ||||||||||
| Gross profit | 2,861 | 4,338 | (1,477 | ) | -34 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, servicing and marketing | 787 | 1,147 | 360 | 31 | % | |||||||||||
| Technology and software development | 972 | 1,233 | 261 | 21 | % | |||||||||||
| General and administrative | 1,121 | 2,684 | 1,563 | 58 | % | |||||||||||
| Total operating expenses | 2,880 | 5,064 | 2,184 | 43 | % | |||||||||||
| Loss from operations | (19 | ) | (726 | ) | 707 | |||||||||||
| Interest income | - | 33 | (33 | ) | Nm | |||||||||||
| Interest expense | (2,340 | ) | (317 | ) | (2,023 | ) | 638 | % | ||||||||
| Loss on asset disposal | - | (131 | ) | 131 | Nm | |||||||||||
| Change in fair value of warrants | 6 | - | 6 | Nm | ||||||||||||
| Loss before taxes | (2,353 | ) | (1,141 | ) | (1,212 | ) | -106 | % | ||||||||
| Provision for income taxes | - | - | - | |||||||||||||
| Loss after taxes | $ | (2,353 | ) | $ | (1,141 | ) | $ | (1,212 | ) | -106 | % | |||||
nm-not meaningful
Revenues. Net revenue decreased to approximately $4.4 million for the three months ended June 30, 2026 from approximately $5.8 million for the comparable prior-year period, a decrease of approximately 24%.
The decline was primarily attributable to lower revenue generated from existing customers resulting from customer attrition and reduced messaging activity from certain enterprise customers, partially offset by revenue generated from new customer additions.
20
Gross Profit. Cost of revenue increased modestly to approximately $1.6 million compared to approximately $1.5 million in the prior-year period despite the decline in revenue. Gross profit decreased to approximately $2.9 million from approximately $4.3 million, while gross margin declined to approximately 65% from approximately 74%.
The decline in gross margin primarily reflects lower revenue levels while certain messaging and platform costs remained relatively fixed, resulting in a higher cost of revenue as a percentage of sales.
Operating Expenses. Operating expenses decreased by $2.2 million, or 43%, for the three months ended June 30, 2026, compared with the same period in 2025.
Selling, servicing and marketing expense decreased approximately 31% to $0.8 million from $1.1 million in the prior-year period, primarily due to lower personnel-related costs and reduced discretionary spending.
Technology and software development expense decreased approximately 21% to $1.0 million from $1.2 million, primarily reflecting lower personnel costs and continued expense management initiatives.
General and administrative expense decreased approximately 58% to $1.1 million from $2.7 million in the prior-year period. The decrease primarily reflects lower compensation expense, reduced professional fees and other cost reduction initiatives implemented during the past year.
As a result of these reductions, total operating expenses declined approximately 43% compared to the prior-year period. Loss from operations improved significantly to approximately $19 thousand compared to an operating loss of approximately $726 thousand in the prior-year quarter.
Interest Expense. Interest expense increased to approximately $2.3 million from approximately $0.3 million during the prior-year period. The increase was primarily attributable to accrued default interest and non-cash interest associated with the Company’s outstanding secured convertible and term notes.
Change in fair value of warrants. The Company also recognized an immaterial gain related to changes in the fair value of warrant liabilities.
Comparison of Six Months Ended June 30, 2026, compared to Six Months Ended June 30, 2025
The following tables set forth our results of operations for the periods indicated (in thousands):
| Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | Increase (decrease) | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenue | $ | 9,873 | $ | 11,350 | $ | (1,477 | ) | -13 | % | |||||||
| Cost of revenue | 3,426 | 2,705 | (721 | ) | -27 | % | ||||||||||
| Gross profit | 6,447 | 8,645 | (2,198 | ) | -25 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, servicing and marketing | 1,456 | 2,206 | 750 | 34 | % | |||||||||||
| Technology and software development | 2,201 | 2,504 | 303 | 12 | % | |||||||||||
| General and administrative | 2,948 | 5,089 | 2,141 | 42 | % | |||||||||||
| Total operating expenses | 6,605 | 9,799 | 3,194 | 33 | % | |||||||||||
| Loss from operations | (158 | ) | (1,154 | ) | 996 | |||||||||||
| Interest income | - | 33 | (33 | ) | Nm | |||||||||||
| Interest expense | (2,695 | ) | (640 | ) | (2,055 | ) | -321 | % | ||||||||
| Loss on asset disposal | - | (131 | 131 | Nm | ||||||||||||
| Change in fair value of warrants | 6 | - | 6 | Nm | ||||||||||||
| Loss before taxes | (2,847 | ) | (1,892 | ) | (955 | ) | -50 | % | ||||||||
| Provision for income taxes | - | - | - | |||||||||||||
| Loss after taxes | $ | (2,847 | ) | $ | (1,892 | ) | $ | (955 | ) | -50 | % | |||||
nm-not meaningful
21
Revenues. Net revenue decreased approximately 13% to $9.9 million for the six months ended June 30, 2026 from approximately $11.4 million during the comparable prior-year period.
The decrease primarily reflects lower customer usage and customer attrition, partially offset by revenue from new customer relationships.
Gross Profit. Cost of revenue increased to approximately $3.4 million from approximately $2.7 million, while gross profit declined to approximately $6.4 million from approximately $8.6 million.
Gross margin declined from approximately 76% during the prior-year period to approximately 65% during the current-year period primarily due to lower revenue combined with messaging costs representing a larger percentage of revenue.
Operating Expenses. Operating expenses decreased by $3.2 million, or 33%, for the six months ended June 30, 2026, compared with the same period in 2025.
Selling, servicing and marketing expense decreased approximately 34% to $1.5 million.
Technology and software development expense decreased approximately 12% to $2.2 million.
General and administrative expense declined approximately 42% to approximately $2.9 million, reflecting lower personnel costs, reduced professional fees and continued cost control efforts.
Overall, total operating expenses decreased approximately 33% to $6.6 million from $9.8 million.
Loss from operations improved substantially to approximately $0.2 million compared to approximately $1.2 million during the prior-year period.
Interest Expense. Interest expense increased to approximately $2.7 million from approximately $0.6 million during the prior-year period, primarily reflecting accrued default interest and additional non-cash interest recognized on the Company’s outstanding secured notes.
Change in fair value of warrants. The Company also recognized an immaterial gain related to changes in the fair value of warrant liabilities.
22
Liquidity & Capital Resources
We have incurred net losses since inception, and experienced negative cash flows from operations. Prior to the business combination, we financed our operations and capital expenditures primarily through the private sales of equity securities and revenue. The net losses since the business combination have been financed through the capital received because of the business combination, a public equity offering in May 2023, short-term cash advances as described below, and the issuance of $8.0 million term notes and convertible notes in January 2024. Following the Reorganization, we no longer own the operating business previously conducted through SpringBig, Inc. We intend to pursue a strategic business combination, but if unable to do so, will likely liquidate and wind up our affairs in accordance with Delaware law.
On January 23, 2024, we raised $6.4 million through the issuance of 2024 Secured Convertible Notes and $1.6 million through the issuance of 2024 Secured Term Notes. The net cash proceeds, after transaction expenses, were $7.2 million.
The 2024 Secured Convertible Notes accrued interest which was added to the outstanding principal balance semi-annually. The 2024 Secured Convertible Notes were convertible into common stock at a conversion price of $0.15 per share at the holder’s option any time up to the day prior to maturity, initially in January 2026. The 2024 Secured Term Notes, initially due at issuance in January 2026, accrued interest payable in cash semi-annually. The Notes ranked pari passu and were secured by substantially all of our assets.
On November 11, 2024, we amended the terms of the Notes including extending the maturity date to January 23, 2027, amending the interest rates and adjusting the requirement for us to maintain a minimum cash balance of at least $1 million with the provision now applicable only at the end of any calendar month commencing on or after February 1, 2025.
The interest rates on the Notes increased to 17% and 13%, respectively, with effect from the date of amendment, with the interest rates then reducing by 0.75% for each three-month period that we reported an Adjusted EBITDA exceeding $900,000, starting with the three months ended March 31, 2025, subject to a maximum reduction to 14% and 10%, respectively. In addition, a sum of $64,000 was payable to the holders of the 12% Secured Term Notes in January 2025, and the principal amount of the 8% Secured Convertible Notes was increased by $266,000 with effect from the date of the amendment.
We could prepay any portion of the 2024 Secured Term Notes, without penalty, at any time after February 1, 2025.
As of June 30, 2026, we classified all outstanding debt as current as such obligations were contractually due within twelve months. As noted above in Note 16 to our condensed consolidated financial statements, we also received a Notice of Default, Reservation of Rights and Notice of Termination in relation to the Notes and related documents. Interest on the Notes has been calculated at the applicable default rate in accordance with the terms of the Notes. The accrued interest balance as of June 30, 2026 includes the retrospective application of the default rate for the applicable periods.
Subsequent to June 30, 2026, the Company completed the Reorganization . The transaction transferred ownership of SpringBig, Inc. to LS Round II, LLC and released us from our obligations under the Notes, while SpringBig, Inc. assumed the remaining obligations under the financing arrangements. As a result of the transaction, we no longer own the operating business previously conducted through SpringBig, Inc., and management is evaluating the impact of the transaction on our future operations, financial reporting and strategic alternatives.
23
The following table summarizes our cash, accounts receivable, and working capital at June 30, 2026, and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents | $ | 340 | $ | 1,500 | ||||
| Accounts receivable, net | 1,225 | 2,003 | ||||||
| Working capital | (15,456 | ) | (3,533 | ) | ||||
| ^ - | Includes Long-term debt reclassified to Short-term liabilities. |
Following the Reorganization, we have limited cash resources and sources of revenue. To the extent we pursue a strategic business combination or other transaction, we may need to raise additional capital. There can be no assurance that we will be able to raise additional funds on acceptable terms, or at all. Any additional equity financing may be dilutive to stockholders, and any debt financing may contain covenants that restrict operations.
As discussed under “Going Concern,” the reclassification of our long-term debt to current liabilities and our resulting working capital deficit raise substantial doubt about our ability to continue as a going concern.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2026, and 2025 (in thousands):
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Total cash provided by (used in): | ||||||||
| Operating activities | $ | (1,157 | ) | $ | 218 | |||
| Investing activities | (3 | ) | (14 | ) | ||||
| Financing activities | - | - | ||||||
| $ | (1,160 | ) | $ | 204 | ||||
Operating Activities
Net cash used in operating activities was approximately $1.2 million during the six months ended June 30, 2026 compared to net cash provided by operating activities of approximately $0.2 million during the comparable prior-year period.
The increase in cash used primarily reflects our net loss, partially offset by significant non-cash interest expense and favorable changes in working capital, including collections of accounts receivable. These benefits were more than offset by reductions in accounts payable and accrued liabilities and other working capital changes.
24
Investing Activities
Net cash used in investing activities was nominal during both periods and consisted primarily of purchases of computer equipment and other capital expenditures.
Financing Activities
The Company had no cash provided by or used in financing activities during either the six months ended June 30, 2026 or the comparable prior-year period.
Off-Balance Sheet Arrangements
At June 30, 2026, there were no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to shareholders.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Certain accounting policies involve a “critical accounting estimate” because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. In addition, while we have used our best estimates based on facts and circumstances available to us at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. We believe that the assumptions and estimates associated with income taxes, equity-based compensation (including issuance of common stock for services rendered), and allowance for credit losses have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider the policies related to these financial areas to be our critical accounting policies.
Income Taxes
We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate.
We record a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. We adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability.
We have evaluated our tax positions for any uncertainties based on the technical merits of the positions taken. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. We have analyzed the tax positions taken and have concluded that as of June 30, 2026, and 2025, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements.
25
Stock-Based Compensation
ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrant. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the condensed consolidated statements of operations.
We estimate the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant.
Stock-Based Compensation – Market-Based Vesting Restricted Stock Units
In March and April 2025, we granted market-based restricted stock units (“RSUs”) to certain executives. The awards vest in multiple tranches upon our common stock achieving specified volume-weighted average price (“VWAP”) targets for at least twenty consecutive trading days during the ten-year contractual term, subject to continued service. If the applicable target is not achieved prior to expiration, the corresponding tranche will be forfeited.
The grant-date fair values of the awards were determined using a Monte Carlo simulation model incorporating assumptions regarding expected volatility, risk-free interest rates, and other factors. In accordance with ASC 718, the total grant-date fair value is recognized over the derived service periods for each tranche, regardless of whether the market conditions are ultimately satisfied.
Allowance for Credit Losses
Our reserve methodology used to determine the appropriate level of the allowance for credit losses (“ACL”) is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred with respect to accounts receivable balances at the balance sheet date, including balances associated with known or anticipated problem customers.
Accounts receivables are charged off to the extent they are deemed to be uncollectible. Net charge-offs are included in historical data utilized for calculating the ACL. Management maintains a framework of controls over the estimation process for the ACL, including review of historical data and facts and circumstances related to specific customers, for compliance with GAAP. Management has a quarterly process to review the appropriateness of historical observation periods and loss assumptions. Management also maintains controls over the information systems, models and spreadsheets used in the quantitative components of the reserve estimate. This includes the quality and accuracy of historical data used to derive loss rates, the probability of default, loss given default, and the inputs to industry and macroeconomic forecasts.
26
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively. We are currently evaluating this ASU to determine its impact on our disclosures.
In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU amends certain aspects of the current expected credit loss (“CECL”) model as it applies to trade receivables and contract assets, including clarifications related to measurement methodologies and disclosure requirements. We adopted this guidance effective January 1, 2026. The adoption of ASU No. 2025-05 did not have a material impact on our consolidated financial statements or related disclosures.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which clarifies the accounting for costs incurred in the development and implementation of internal-use software. We are currently evaluating the impact of this guidance on our consolidated financial statements. We do not expect the adoption of this standard to have a material impact on our financial position, results of operations, or cash flows.
Emerging Growth Company and Smaller Reporting Company Status
Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Section 107 of the JOBS Act provides that any decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. We have elected to use this extended transition period under the JOBS Act.
We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.
27
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have operations within the United States and limited operations with customers located in Canada, and we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes, inflation and exchange rate charges. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.
Interest Rate Fluctuation Risk
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.
The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Because our cash and cash equivalents have a relatively short maturity, our portfolio’s fair value is relatively insensitive to interest rate changes. In future periods, we will continue to evaluate our investment policy in order to ensure that we continue to meet our overall objectives.
Inflation
We do not believe that inflation has had a material effect on our business, financial condition, or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.
Exchange Rate Risk
We have operations in Toronto, Canada and customers located in Canada. Given our reporting currency is US dollars, this results in exchange rate translation risk. The effect is minimized by matching our Canadian income and expense with our Canadian customers being invoiced in their local currency. The exchange rate risk to our financial statements is immaterial.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported in accordance with the rules of the Securities and Exchange Commission (“SEC”). Disclosure controls are also designed with the objective of ensuring that such information is accumulated appropriately and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosures.
Our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial and accounting officer) evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2026, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.
Changes in Internal Controls over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
28
Part II – Other Information
Item 1. Legal Proceedings
For a description of developments to legal proceedings during the six months ended June 30, 2026, see “Litigation” under Note 11, “Commitments and Contingencies” to our condensed consolidated financial statements.
Item 1A. Risk Factors
Our business involves a high degree of risk. You should carefully consider the risks described under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as the risks, uncertainties and other information set forth in this Item 1A and in the reports and other materials filed or furnished by us with the SEC when making investment decisions regarding our securities. We cannot assure you that any of the events discussed therein will not occur. These risks could have a material and adverse impact on our business, prospects, results of operations, financial condition, and cash flows.
The Company’s ability to continue as a going concern is dependent upon its ability to identify and consummate a strategic business combination or other transaction. If the Company is unable to consummate such a transaction, the Company will likely liquidate and wind up its affairs.
On January 23, 2024, the Company entered into a securities purchase agreement (the “Notes Purchase Agreement”) with Shalcor Management, Inc. and other purchasers (the “Investors”), pursuant to which the Company issued $6.4 million aggregate principal amount of Senior Secured Convertible Notes and $1.6 million aggregate principal amount of Senior Secured Term Notes (collectively, the “Notes”). SpringBig, Inc. guaranteed the Company’s obligations under the Notes, and the Investors were granted a security interest in substantially all of the assets of the Company and SpringBig, Inc. On November 11, 2024, the terms of the Notes were amended, including extension of the maturity date to January 23, 2027 and increases to the applicable interest rates.
On February 6, 2026, the Company notified the holders of the Notes that it was not in compliance with the minimum cash balance covenant under the applicable note agreements for the month of January 2026. On April 21, 2026, the Company received a Notice of Default, Reservation of Rights and Notice of Termination from the noteholders. On May 15, 2026, the noteholders began exercising their remedies under the note agreements, including exercising control over SpringBig, Inc. and removing the Company’s then-serving Chief Executive Officer.
On July 13, 2026, the Company consummated the transactions contemplated by a Reorganization Agreement (the “Reorganization Agreement”) among the Company, SpringBig, Inc., Shalcor Management Inc. (as collateral agent and administrative agent), Lightbank II, L.P., and LS Round II, LLC (the “Transferee”). Pursuant to the Reorganization Agreement, the Transferee received all issued and outstanding equity interests in SpringBig, Inc., the subsidiary through which the Company conducted its business operations, pursuant to Section 272(b) of the Delaware General Corporation Law. As a result of the Reorganization Transaction, the Company was fully released from all of its obligations under the Notes, representing approximately $12.5 million of principal and accrued interest.
Following the consummation of the Reorganization Transaction, the Company no longer owns the operating business previously conducted through SpringBig, Inc. The Company’s remaining assets consist primarily of approximately $172 thousand in cash consideration received at closing, together with any remaining assets and liabilities not transferred pursuant to the Reorganization Agreement. The Company intends to pursue a strategic business combination. If the Company is unable to consummate such a transaction, however, the Company will likely liquidate and wind up its affairs. There can be no assurance that the Company will successfully identify, negotiate, or complete any such transaction on favorable terms, or at all. Even if the Company identifies a potential transaction, it may lack the financial resources, operational infrastructure, or management capacity to consummate it. The Company’s limited cash resources may make it difficult to attract potential business combination partners or to negotiate favorable terms.
The Company believes that its former Chief Executive Officer, Jaret Christopher, is not entitled to the issuance of shares of the Company’s common stock pursuant to agreements entered into with the Company. If the Company’s position is ultimately determined to be incorrect, the issuance of such shares would materially increase the number of the Company’s issued and outstanding shares of common stock, which could negatively impact the Company’s stock price.
On April 1, 2026, the Company entered into an Executive Employment Agreement and a related Restricted Stock Award Agreement with its former Chief Executive Officer, Jaret Christopher. The agreements established, among other things, Mr. Christopher’s compensation, severance benefits and equity awards, including the grant of 12,891,251 shares of restricted common stock. On May 28, 2026, the Company and Mr. Christopher entered into a Separation Agreement providing for two months of severance and a one-time cash payment of $50,000 to Mr. Christopher.
The Company has not issued any shares pursuant to the Restricted Stock Award Agreement with Mr. Christopher. The Company believes that Mr. Christopher is not entitled to the issuance of such shares and has not reflected such shares in its accompanying condensed consolidated financial statements or in the number of issued and outstanding shares of common stock. If the Company’s position is ultimately determined to be incorrect, the issuance of such shares would materially increase the number of the Company’s issued and outstanding shares of common stock, which could negatively impact the Company’s stock price.
29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
See Note 6, “Long-Term Debt” and Note 16, “Subsequent Events” to the Company’s condensed consolidated financial statements.
As of June 30, 2026, the Company was in default under its 2024 Secured Convertible Notes and 2024 Secured Term Notes, with an aggregate outstanding principal balance of approximately $9.8 million. The default arose from the Company’s failure to maintain the minimum cash balance covenant and other requirements under the applicable note agreements for the month of January 2026. On April 21, 2026, the Company received a Notice of Default, Reservation of Rights and Notice of Termination from the noteholders. On May 15, 2026, the noteholders began exercising their remedies under the note agreements, including exercising control over SpringBig, Inc. As of the date of this filing, the Company has consummated the Reorganization described in Note 16 to the condensed consolidated financial statements, pursuant to which SpringBig Holdings, Inc. was released from its obligations under the secured notes upon its transfer of all of its equity interests in SpringBig, Inc. to the transferee under the Reorganization Agreement, as defined in Note 16 to the condensed consolidated financial statements.
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
| (a) | None. |
| (b) | None. |
| (c) | During the three months ended June 30, 2026, no director or officer of the Company |
30
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished herewith. |
| # | Indicates a management or compensatory plan. |
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SpringBig Holdings, Inc.
| By: | /s/ Andrew Glashow | |
| Name: | Andrew Glashow | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: | August 19, 2026 |
32