STOCK TITAN

SpringBig (NASDAQ: SBIG) replaces auditor that raised operating doubts

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Previously disclosed material weaknesses remediated: Management concluded that earlier material weaknesses in internal control over financial reporting were remediated as of December 31, 2025, including issues with GAAP expertise, financial statement review, and IT access and segregation-of-duties controls.

Negative

  • Going-concern substantial doubt highlighted in prior audit reports: Withum’s reports for the years ended December 31, 2025 and 2024 included 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.

Filing Explained

The filing leaves the July 30 auditor-change record procedurally open: if Withum supplies the requested response letter within the required period, the company will file it as an amendment.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Auditor dismissal date July 30, 2026 Date the Audit Committee approved dismissal of WithumSmith+Brown, PC
New auditor appointment date July 30, 2026 Effective date of appointment of Victor Mokuolu, CPA PLLC as auditor
Fiscal year end December 31, 2025 Most recent fiscal year for which Withum issued an audit report
Prior fiscal year end December 31, 2024 Earlier fiscal year covered by Withum’s audit report with going-concern paragraph
Material weaknesses remediated as of December 31, 2025 Management concluded previously identified internal control weaknesses were remediated by this date
going concern financial
"raise substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
material weaknesses financial
"management identified material weaknesses in internal control over financial reporting"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal control over financial reporting financial
"material weaknesses in internal control over financial reporting relating to"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
segregation-of-duties controls technical
"design and implementation of user access and segregation-of-duties controls"
reportable events regulatory
"there were no “reportable events” as defined in Item 304(a)(1)(v)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

FAQ

What auditor change did SpringBig Holdings (SBIG) announce on July 30, 2026?

SpringBig’s Audit Committee dismissed WithumSmith+Brown, PC as independent auditor and appointed Victor Mokuolu, CPA PLLC, both effective July 30, 2026. The company reports no disagreements with Withum on accounting principles, disclosures, or auditing procedures.

Did SpringBig (SBIG) have disagreements with its former auditor Withum?

SpringBig states there were no disagreements with Withum during 2024, 2025, or through July 30, 2026 on accounting principles, financial statement disclosure, or audit scope that would have been referenced in Withum’s reports.

What going-concern issue has been disclosed for SpringBig (SBIG)?

Withum’s audit reports for 2025 and 2024 included an explanatory paragraph that SpringBig’s accumulated deficit, working capital deficit, and note payable maturity raised substantial doubt about its ability to continue as a going concern.

Have SpringBig’s (SBIG) internal control material weaknesses been resolved?

Management concluded that previously disclosed material weaknesses in internal control over financial reporting were remediated as of December 31, 2025, including GAAP expertise, financial review processes, and segregation-of-duties and user-access controls over key IT applications.

What new audit firm did SpringBig (SBIG) appoint and was it previously consulted?

SpringBig appointed Victor Mokuolu, CPA PLLC as its independent registered public accounting firm on July 30, 2026. The company reports it had not consulted this firm previously on accounting principles, audit opinions, or reportable events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
   
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 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 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.

 

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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
    Name: Andrew Glashow
    Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

3 documents