SpringBig Holdings, Inc. Releases Amended Annual Report: Key Updates for Investors

Boca Raton, FL – May 1, 2026 – SpringBig Holdings, Inc. (OTCQB: SBIG) has filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment was made to provide additional disclosures as required in Part III of Form 10-K, specifically focusing on corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees. No changes were made to previously disclosed financial statements or results of operations.

Key Highlights from the Amended Annual Report

• Business Overview:
  • SpringBig Holdings, Inc. operates as a provider of software solutions in the promotional marketing sector, particularly serving the cannabis industry. The company was formerly known as Tuatara Capital Acquisition Corp.
• Share Structure and Market Value:
  • As of March 9, 2026, there were 48,584,437 shares of common stock outstanding.
  • The aggregate market value of voting and non-voting equity held by non-affiliates was approximately \$1.4 million as of June 30, 2025, based on the OTCQB closing price.
  • No securities are registered under Section 12(b) or 12(g) of the Exchange Act (i.e., there are no listed securities on a national exchange).
• Corporate Status:
  • SpringBig is a non-accelerated filer, a smaller reporting company, and an emerging growth company under SEC definitions.
  • The company is not a shell company.
• Governance and Audit:
  • The chair of the audit committee is deemed an audit committee financial expert, meeting SEC and Nasdaq financial sophistication standards despite the stock no longer trading on Nasdaq.
• Executive and Director Compensation:
  • Details were amended to include a comprehensive breakdown of executive compensation, including salary, bonus, and equity awards.
  • CEO Jaret Christopher’s compensation includes a substantial performance-based equity package, with up to 3,929,000 RSUs (Restricted Stock Units) vesting in two tranches if the company’s share price reaches and sustains \$1.00 and \$2.00, respectively, for 180 consecutive trading days.
  • Additional RSU milestones for CFO Jason Moos are set at lower price targets (\$0.35 to \$0.75), each requiring the share price to be sustained for 180 consecutive trading days. These milestones collectively represent a significant potential dilution event if achieved, which could impact share value.
• Security Ownership:
  • Major shareholders (>5%) include:
    • Mark Silver: 19,899,999 shares (29.1%)
    • Lightbank Asset Management, LLC: 16,000,000 shares (24.8%)
    • Jeffrey Harris: 7,300,756 shares (14.7%)
    • Tuatara Capital Fund II, L.P.: 4,470,000 shares (9.2%)
    • AWM Investment Company, Inc.: 4,448,974 shares (9.2%)
  • Concentration of ownership among a few large holders could lead to significant influence over corporate actions and voting outcomes.
• Equity Compensation Plan:
  • As of the filing, there were approximately 7.44 million shares subject to outstanding options, warrants, or rights under equity compensation plans. There are no further shares available for issuance under these plans, which may limit future equity-based incentives unless the plan is amended or expanded.
• Indebtedness and Recent Amendments:
  • On November 11, 2024, the company amended the terms of its 2024 Secured Term Notes and Secured Convertible Notes:
    • Maturity extended to January 23, 2027.
    • Interest rates increased to 17% (Term Notes) and 13% (Convertible Notes), but may decrease by 0.75% for each quarter with Adjusted EBITDA exceeding \$900,000, with a floor of 14% and 10% respectively.
    • Additional \$64,000 payable in January 2025 and \$266,000 principal increase on Convertible Notes.
    • Debt covenants restrict additional indebtedness, liens, dividends, and asset sales, which may constrain capital allocation flexibility.
    • Outstanding debt as of December 31, 2025, was \$9.3 million (gross), with \$8.5 million net of related party balances. Non-cash interest of \$802,000 was added to principal balances.
• Audit and Fees:
  • Audit fees for 2025 amounted to \$575,000, with no audit-related or tax fees reported.
• Section 16(a) Compliance:
  • All officers, directors, and >10% shareholders filed required Forms 3, 4, and 5, except for a single late Form 3 filing each for COO James Cabral and Director Larry Ellis, due to delays in obtaining EDGAR codes.

Potentially Price-Sensitive Items for Shareholders

• Executive RSU Milestones:
  • The granting of large, performance-vested RSUs to the CEO and CFO, contingent on substantial and sustained share price appreciation, could result in significant dilution if targets are met. Investors should closely monitor the company’s share price trends and progress toward these milestones.
• Debt Refinancing and Higher Interest Rates:
  • The company’s higher-cost debt, restrictive covenants, and requirement to maintain minimum cash balances may impact future liquidity, growth investments, and shareholder returns. Any failure to generate sufficient EBITDA to trigger interest rate reductions could further strain financial flexibility.
• Concentration of Ownership:
  • With over 80% of shares held by five entities or individuals, minority shareholders may have limited sway over key decisions, and any large block trades could materially impact the share price.
• Low Public Float and Market Value:
  • The company’s public float is low (<\$1.5 million), and its shares are traded over-the-counter (OTCQB), leading to potential illiquidity and heightened volatility.

Other Notable Disclosures

• No financial statements or results have been changed or updated in this amendment. The amendment solely addresses Part III disclosures that were previously omitted and includes updated certifications by the CEO and CFO.
• Director Nomination Process: Shareholders may recommend director candidates by written notice to the CFO, subject to the timing and informational requirements in the company’s bylaws.
• Equity Compensation Plan Limitations: No further shares are currently available for issuance under the plan without amendment.

Conclusion

SpringBig Holdings, Inc.’s amended filing provides transparency on executive compensation, related-party ownership, and the company’s financial obligations. The large, performance-based equity grants to management, recent debt amendments, and high ownership concentration are all highly relevant to investors and may affect future share value and governance dynamics. Investors should monitor the company’s performance against RSU milestones and its ability to manage debt obligations amid restrictive covenants and high interest costs.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filings and consult with financial advisors before making any investment decisions regarding SpringBig Holdings, Inc. The information herein is based on publicly available filings as of May 1, 2026, and may not reflect any subsequent events or disclosures.

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