false
0001801602
0001801602
2026-05-15
2026-05-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 15, 2026
SPRINGBIG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40049 |
|
88-2789488 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
621 NW 53rd Street, Ste. 340
Boca Raton, Florida, 33487
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (800) 772-9172
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on (s which registered) |
| None |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 2.04. Triggering Events That Accelerate or Increase
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously reported in
a Current Report on Form 8-K filed by SpringBig Holdings, Inc. (the “Company”) on April 28, 2026, the Company received a “Notice
of Default, Reservation of Rights and Notice of Termination” with respect to its outstanding 2024 Secured Term Notes and 2024 Secured
Convertible Notes (together, the “Notes”) from Shalcor Management, Inc. and Lightbank II, L.P., the two principal Noteholders
(together, the “Lead Noteholders”). During an event of default, the Noteholders may accelerate repayment obligations, foreclose
on the Company’s assets, and exercise other rights and remedies pursuant to the Notes and related security agreements. On May 15,
2026, the Lead Noteholders sent a “Notice of Suspension of Rights and Exercise of Rights with respect to Pledged Securities, and
Reservation of Rights” to the Company, resulting in the immediate suspension of all voting and other consensual rights of the Company
on account of the Company’s equity interests in SpringBig Inc., its wholly-owned subsidiary through which it operates its business
(the “Operating Subsidiary”), and immediate vesting of all such voting and other consensual rights in Shalcor Management Inc.,
as collateral agent and administrative agent under the Notes. Jaret Christopher was then removed as both Chief Executive Officer and director
of the Operating Subsidiary and Coley Brown was appointed as interim Chief Executive Officer and Ivona Smith was appointed as a director
of the Operating Subsidiary.
At this time, the Noteholders
have not accelerated or demanded any payment of principal. However, the Company has no assurance that the Noteholders will not seek to
enforce additional rights in the future. As a result of these developments, the Company has limited access to financial resources necessary
to continue operations.
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SPRINGBIG HOLDINGS, INC. |
| |
|
| May 21, 2026 |
By: |
/s/ Jason Moos |
| |
|
Name: |
Jason Moos |
| |
|
Title: |
Chief Financial Officer |
