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SpringBig Holdings, Inc. (SBIG) reported a shrinking software business for the quarter ended June 30, 2026 and, after a July 2026 reorganization, no longer owns its prior operating subsidiary SpringBig, Inc. Net revenue fell to $4.4 million from $5.8 million year over year, while gross margin compressed to about 65% as messaging and platform costs consumed a larger share of sales. Aggressive cost cuts reduced operating expenses 43%, leaving operating loss nearly breakeven at $19 thousand, but heavy default-rate interest on secured notes drove a net loss of $2.4 million.
Liquidity remains very weak: cash was $0.3 million and working capital deficit $15.5 million, leading management to state substantial doubt about SBIG’s ability to continue as a going concern. Subsequent to quarter-end, SBIG transferred all equity in SpringBig, Inc. to a creditor affiliate, was released from about $12.5 million of secured debt and accrued interest, and received roughly $172 thousand in cash. The company is now effectively a reporting shell evaluating strategic business combinations; if it cannot complete a transaction, it expects it will likely liquidate and wind up its affairs.
SpringBig Holdings, Inc. (SBIG) reports that its Audit Committee dismissed WithumSmith+Brown, PC as independent registered public accounting firm and, on the same date, appointed Victor Mokuolu, CPA PLLC as the new auditor, both effective July 30, 2026. Withum’s audit reports for the years ended December 31, 2025 and 2024 contained an explanatory paragraph that the company’s accumulated deficit, working capital deficit and note payable maturity raised substantial doubt about its ability to continue as a going concern, but the opinions were otherwise unqualified. The company states there were no disagreements with Withum on accounting or auditing matters and no reportable events, other than previously disclosed material weaknesses in internal control that management concluded were remediated as of December 31, 2025.
SpringBig Holdings, Inc. is notifying of a delay in filing its Form 10-Q for the quarter ended June 30, 2026. The company completed a reorganization transaction on July 13, 2026, transferring all of its equity interests in SpringBig, Inc. under a Reorganization Agreement involving holders of its 2024 Secured Convertible Notes and 2024 Secured Term Notes. Management needs additional time to review and confirm the accounting treatment of the Reorganization.
The company expects the Reorganization to qualify as a disposal of a component of an entity under ASC 205-20, requiring discontinued operations reporting because the historical software platform business was a major line of business. This is expected to result in adjustment of prior period amounts to reflect discontinued operations. SpringBig states that it expects and intends to file the Form 10-Q no later than the fifth calendar day after the original due date.
SpringBig Holdings, Inc. is the subject of an amended Schedule 13G filing in which AWM Investment Company, Inc., as investment adviser to several affiliated funds, reports that it no longer beneficially owns any shares of the company’s common stock. AWM states that it holds sole voting and investment power over 0 shares of SpringBig common stock, representing 0% of the outstanding class and falling under the category of ownership of 5 percent or less of the class. All voting and dispositive power entries are reported as zero.
SpringBig Holdings, Inc. disclosed that on July 31, 2026, Larry Ellis resigned from its Board of Directors. The company states that his resignation was not due to any disagreement regarding operations, policies, or practices.
On August 1, 2026, the Board approved cash compensation for continuing directors of $5,000 upon appointment and $2,500 per month beginning in August 2026.
SpringBig Holdings, Inc. appointed Jeffrey Harris to its Board of Directors on July 26, 2026, filling a vacancy. Under the company’s classified board structure, he will serve as a Class II director with a term expiring at the next annual meeting at which Class II directors are elected. Harris, age 62, currently serves as Chief Executive Officer of InteQ and previously was Chief Executive Officer of SpringBig from its founding until his resignation on March 31, 2025. The company states he has not been appointed to any board committee and that there are no arrangements or understandings with any other persons pursuant to which he was selected as a director.
SpringBig Holdings, Inc. entered into a Reorganization Agreement under which the collateral securing its Senior Secured Convertible Promissory Note and Senior Secured Term Promissory Note was transferred, pursuant to Section 272(b) of the Delaware General Corporation Law, to an entity designated by the secured lenders. The collateral included all issued and outstanding equity of SpringBig, Inc., the subsidiary through which the company conducted its business operations. As a result, the company has been fully released from obligations under the Notes totaling approximately $12.5 million of principal and accrued interest, and substantially all of its assets are now owned and controlled by the transferee.
Following this reorganization transaction, the company plans to pursue a strategic business combination; if it cannot consummate such a transaction, it indicates it will likely wind down its affairs and dissolve. The board appointed Andrew Jay Glashow, age 63, as a Class I director and as Chief Executive Officer, effective July 10, 2026. He has 25 years of capital markets and growth-stage experience and is considered an audit committee financial expert. His compensation includes an annual base salary of $125,000, with $10,000 paid upon appointment, $2,500 per month thereafter, and the balance payable no later than the first anniversary of his appointment, plus a potential performance bonus if a strategic transaction is consummated.
SpringBig Holdings, Inc. disclosed that Jason Moos resigned as Chief Financial Officer effective June 30, 2026. He will remain an employee through July 11, 2026 and then provide transition and consulting services for a limited period.
The company states that his resignation was not due to any disagreement over operations, policies, or practices. Under a Key Employee Retention, Transition, and Resignation Agreement, Mr. Moos received a one-time payment of $50,000 and will be paid $10,000 per week for his ongoing services, including a $37,500 advance. The agreement also includes standard release, confidentiality, and restrictive covenant provisions.
SpringBig Holdings, Inc. reported a leadership change, stating that effective June 16, 2026, James Cabral ceased serving as Chief Operating Officer and is no longer employed by the company. The company specifically notes that his departure was not due to any disagreement regarding its operations, policies, or practices.
SpringBig Holdings, Inc. announced that it entered into a Separation Agreement with Chief Executive Officer and director Jaret Christopher, and his service in both roles concluded effective May 28, 2026. The company states his departure was not due to any disagreement over operations, policies, or practices.
Under the Separation Agreement, Mr. Christopher will receive continuation of his base salary and company-paid COBRA premiums for up to two months, plus an additional cash payment of $50,000, subject to a 30-day review period without rescission and compliance with the agreement. No unvested compensatory awards were accelerated, and the agreement includes a general release of claims and customary confidentiality, non-disparagement, non-solicitation, non-competition, and cooperation obligations.