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  4. [8-K] SpringBig Holdings, Inc. Reports Material Event

Default notice on $9.8M secured debt hits SpringBig (NASDAQ: SBIG)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SpringBig Holdings, Inc. received a formal notice of default from the principal holders of its 2024 Secured Term Notes and 2024 Secured Convertible Notes, which mature in January 2027. The notice cites alleged breaches of a minimum cash covenant, consultation obligations and certain litigation-related representations, which the company disputes.

The notes permit remedies such as accelerating all unpaid principal and interest and foreclosing on company assets if an event of default is enforced. As of April 27, 2026, about $1.6 million of secured term notes and $8.2 million of secured convertible notes were outstanding, and the holders have not yet accelerated or foreclosed.

Positive

  • None.

Negative

  • Notice of default on secured notes covering approximately $1.6 million of 2024 Secured Term Notes and $8.2 million of 2024 Secured Convertible Notes, creating the risk of acceleration and potential foreclosure remedies by the noteholders.

Insights

Default notice raises refinancing risk on $9.8M of secured debt.

SpringBig Holdings has received a notice of default on its 2024 Secured Term Notes and 2024 Secured Convertible Notes, totaling about $9.8 million outstanding as of April 27, 2026. The alleged issues include a minimum cash covenant breach and disputed covenant and representation matters.

Under the note terms, holders may accelerate principal and interest or foreclose on company assets during an event of default. While they have not yet exercised these rights, the filing states there is no assurance they will refrain from doing so, which increases balance sheet and liquidity uncertainty.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial
An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.
2024 Secured Term Notes outstanding $1.6 million Outstanding as of April 27, 2026
2024 Secured Convertible Notes outstanding $8.2 million Outstanding as of April 27, 2026
Total secured notes outstanding $9.8 million Sum of term and convertible notes as of April 27, 2026
Notes maturity January 2027 Contractual maturity of 2024 Secured Term and Convertible Notes
Prior litigation notice date April 3, 2025 Date of prior holder notice referenced in default allegations
Minimum cash covenant breach month January 2026 Month in which minimum cash covenant was not met
Notice of Default, Reservation of Rights and Notice of Termination regulatory
"received a Notice of Default, Reservation of Rights and Notice of Termination in relation to the Notes"
minimum cash covenant financial
"the Company was not in compliance with the minimum cash covenant under the applicable Notes agreements"
event of default financial
"upon the occurrence of an event of default, the holders of the Notes may exercise a variety of remedies"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
foreclose on the Company’s assets financial
"the holders of the Notes may, during an event of default and in accordance with applicable law, foreclose on the Company’s assets"
Secured Convertible Notes financial
"the outstanding amount of the 2024 Secured Term Notes and 2024 Secured Convertible Notes was approximately $1.6 million and $8.2 million"
A secured convertible note is a loan a company takes that is backed by specific assets (like equipment or accounts) and can later be turned into company shares instead of being repaid in cash. Think of it as a mortgage-style IOU that includes an option to swap the debt for ownership; the security gives lenders priority if the company fails, while the conversion feature can dilute existing shareholders but may help the company raise funds more cheaply than straight equity.
Understanding 8-K Material Events →
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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): April 21, 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

 

Not Applicable

(Former name or former address, if changed since last report)

 

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.

 

Despite being current on all payments under its 2024 Secured Term Notes and 2024 Secured Convertible Notes (together, the “Notes”), the Notes having a maturity in January 2027, and actively working with Shalcor Management, Inc. and Lightbank II, L.P., the two principal holders of the Notes (together, the “Lead Noteholders”), on potential solutions in advance of such maturity, on April 21, 2026, SpringBig Holdings, Inc. (the “Company”) received a Notice of Default, Reservation of Rights and Notice of Termination in relation to the Notes and related documents (the “Notice”).

 

The Notice cites three alleged events of default. First, as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company notified the holders of the Notes that the Company was not in compliance with the minimum cash covenant under the applicable Notes agreements for the month of January 2026. Subsequently, the Company provided to the holders compliance certificates stating that the Company was in compliance with the minimum cash covenant under the applicable note agreements for the months of February and March 2026. Second, the Notice alleges that the Company failed to perform certain material obligations and covenants that the Company had agreed to perform. The only failure cited was an alleged failure to consult with the Lead Noteholders. However, the Company has been in frequent communication with the Lead Noteholders and disputes this claim. Third, the Notice alleges materially false and incorrect representations and warranties related to the status of certain litigation matters that the holders mentioned to the Company in a prior notice dated over one year ago, as of April 3, 2025. The Company disputes the claims made in the Notice while continuing to engage in good faith with the Lead Noteholders on an agreeable solution.

 

The Notice constitutes a notice of default under Section 2.1(c) of each of the Notes. The Notice advises, and the Notes provide, that upon the occurrence of an event of default, the holders of the Notes may exercise a variety of remedies afforded to them under the Notes or by applicable law or equity, including without limitation, acceleration of the due date of the unpaid principal balance of the Notes and all accrued but unpaid interest thereon. Further, according to the Notes, the holders of the Notes may, during an event of default and in accordance with applicable law, foreclose on the Company’s assets and its security interest in the Company’s property and exercise any other remedies provided therein. As of April 27, 2026, the outstanding amount of the 2024 Secured Term Notes and 2024 Secured Convertible Notes was approximately $1.6 million and $8.2 million, respectively.

 

At this time, the holders of the Notes have not: (i) accelerated or demanded any payment of principal; (ii) foreclosed on all or any part of any lien or security interest created by any of the Note documents; and (iii) exercised any other right or remedy that may be available to them. The Company has no assurance that the holders of the Notes will not seek to enforce their rights in the future. 

 

1

 

 

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.
   
April 28, 2026 By: /s/ Jaret Christopher
    Name:  Jaret Christopher
    Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What triggered SpringBig (SBIG) receiving a default notice on its notes?

SpringBig received a default notice citing three alleged events of default: a January 2026 minimum cash covenant breach, an alleged failure to consult with lead noteholders, and allegedly incorrect representations about certain litigation matters referenced in an earlier notice dated April 3, 2025.

How much secured debt is outstanding under SpringBig’s 2024 notes?

As of April 27, 2026, SpringBig reported approximately $1.6 million outstanding under its 2024 Secured Term Notes and about $8.2 million under its 2024 Secured Convertible Notes, giving total secured obligations under these instruments of roughly $9.8 million at that date.

What remedies do the SpringBig noteholders have after the default notice?

Under the note terms, holders may accelerate the due date of all unpaid principal and accrued interest and, during an event of default, may foreclose on the company’s assets and security interests, as well as exercise other remedies permitted by applicable law or under the note documents.

Has any acceleration or foreclosure occurred yet on SpringBig’s notes?

The filing states that, as of the disclosure, the holders have not accelerated or demanded payment of principal, have not foreclosed on any liens or security interests, and have not exercised other available remedies, although the company has no assurance they will refrain from doing so in the future.

Does SpringBig agree with the default allegations in the notice?

SpringBig acknowledges previously breaching the minimum cash covenant for January 2026 but later certified compliance for February and March 2026. It disputes the alleged failure to consult with lead noteholders and the claims about litigation-related representations, while continuing to engage with holders on a potential solution.

When do SpringBig’s 2024 secured notes mature?

The 2024 Secured Term Notes and 2024 Secured Convertible Notes referenced in the filing have a contractual maturity in January 2027. The company is working with the two principal noteholders on potential solutions in advance of that scheduled maturity date.

Filing Exhibits & Attachments

3 documents

Other Documents