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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):
July 30, 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) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
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| ☐ |
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 which registered |
| None |
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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 4.01 Changes in Registrant’s
Certifying Accountant.
On July 30, 2026, the Audit Committee of SpringBig
Holdings, Inc. (the “Company”) approved the dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s
independent registered public accounting firm, effective immediately.
The audit reports of Withum on the Company’s consolidated
financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, except that Withum’s report contained
an explanatory paragraph stating that the Company’s accumulated deficit, working capital deficit and note payable maturity raise substantial
doubt about the Company’s ability to continue as a going concern, as described in Note 2 to the consolidated financial statements.
During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024, and during the subsequent interim
period from January 1, 2026 through July 30, 2026, (i) there were no disagreements with Withum on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to Withum’s satisfaction, would
have caused Withum to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated
financial statements, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except
that, as previously disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024,
management identified material weaknesses in internal control over financial reporting relating to (a) the level of GAAP expertise of
accounting personnel and the independent review of the consolidated financial statements, account analyses and reconciliations, and (b)
the design and implementation of user access and segregation-of-duties controls over financially relevant IT applications. As disclosed
in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, management concluded that these
material weaknesses were remediated as of December 31, 2025.
The Company provided Withum with a copy of the disclosures contained in this Current Report on Form 8-K prior to filing it with the Securities
and Exchange Commission (the “SEC”) and requested that Withum furnish the Company with a letter addressed to the SEC stating
whether it agrees with the statements made herein. If Withum provides such letter within the time period required by Item 304(a)(3) of
Regulation S-K, the Company will file such letter as an exhibit to this Current Report on Form 8-K by amendment.
On July 30, 2026, the Audit Committee of the Company
approved the appointment of Victor Mokuolu, CPA PLLC (“VMCPA”) as the Company’s independent registered public accounting
firm, effective July 30, 2026.
During the Company’s two most recent fiscal
years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through July 30, 2026, neither the Company nor
anyone acting on its behalf consulted VMCPA regarding either (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial
statements, and neither a written report nor oral advice was provided to the Company by VMCPA that VMCPA concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that
was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning
of Item 304(a)(1)(v) of Regulation S-K.
SIGNATURE
Pursuant to the requirements
of the Securities 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. |
| |
|
| August 19, 2026 |
By: |
/s/ Andrew Glashow |
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|
Name: |
Andrew Glashow |
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|
Title: |
Chief Executive Officer |