SpringBig Holdings, Inc. Receives Notice of Acceleration and Exercise of Rights by Noteholders
Key Points for Investors
- SpringBig Holdings, Inc. (the “Company”) has received a significant notice from its principal noteholders regarding its outstanding debt obligations.
- The company’s 2024 Secured Term Notes and 2024 Secured Convertible Notes are now subject to accelerated repayment and enforcement actions.
- Principal noteholders, Shalcor Management, Inc. and Lightbank II, LLC, have issued a “Notice of Suspension of Rights and Exercise of Rights with Respect to Pledged Securities”.
- These developments follow an earlier “Notice of Default, Reservation of Rights and Notice of Termination” reported by the company on April 28, 2026.
- The company is classified as an emerging growth company under SEC rules, indicating it is still within the early years of its public reporting lifecycle.
- No securities of SpringBig Holdings, Inc. are currently registered for trading on any exchange.
Details of the Triggering Event
On May 15, 2026, SpringBig Holdings, Inc. received a critical communication from its two principal noteholders, Shalcor Management, Inc. and Lightbank II, LLC (together, the “Lead Noteholders”). This communication titled “Notice of Suspension of Rights and Exercise of Rights with respect to Pledged Securities” follows a previously reported default notice.
The filing reveals that the company defaulted on its obligations under its 2024 Secured Term Notes and 2024 Secured Convertible Notes (collectively, the “Notes”). As a result of the default event, the Lead Noteholders are now exercising their rights under the Notes and related security agreements. These rights include:
- Acceleration of repayment obligations – The noteholders may demand immediate repayment of all outstanding balances under the Notes.
- Foreclosure on company assets – The noteholders have the ability to foreclose on assets pledged as collateral.
- Exercise of additional rights and remedies – Including potential sale or transfer of pledged securities and other enforcement actions as provided for in the security agreements.
Such actions could have a material adverse effect on the company’s financial position, operations, and prospects. The exercise of these rights by the Lead Noteholders introduces significant uncertainty regarding the company’s ability to continue as a going concern.
Implications for Shareholders
- This event is highly price sensitive and may negatively impact the value of any securities of the company, including debt and equity instruments.
- Should the noteholders proceed with foreclosure or other enforcement actions, there is a risk that shareholders may be left with little or no residual value.
- The company’s lack of any registered securities on an exchange further complicates liquidity and potential recovery for investors.
- As an emerging growth company that has elected not to use the extended transition period for complying with new or revised financial accounting standards, SpringBig faces additional regulatory and financial reporting risks.
Other Relevant Information
- The filing was signed by Jason Moos, Chief Financial Officer, on May 21, 2026.
- SpringBig Holdings, Inc. was previously known as Tuatara Capital Acquisition Corp.
Conclusion
The triggering of default remedies by the company’s principal noteholders is a material event that investors should monitor closely. The possibility of immediate asset foreclosure, acceleration of debt repayment, and enforcement of additional remedies represents a significant risk to the company’s ongoing operations and to any remaining shareholder value.
Disclaimer: This article is based on information contained in SpringBig Holdings, Inc.’s Form 8-K as filed with the Securities and Exchange Commission. The article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The company’s circumstances may change rapidly, and the information herein may become outdated or superseded by future disclosures.
