SpringBig (SBIG) delays Q2 filing after software arm reorganization

Rhea-AI Filing Summary

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.

Key Figures

Quarter End: June 30, 2026 Original 10-Q Due Date: August 14, 2026 Reorganization Date: July 13, 2026 +2 more

5 metrics

Quarter End June 30, 2026 Quarterly period covered by the delayed Form 10-Q

Original 10-Q Due Date August 14, 2026 Original due date for the Q2 2026 Form 10-Q

Reorganization Date July 13, 2026 Date the Reorganization transaction was consummated

Late Filing Grace Period fifth calendar day Company intends to file the Form 10-Q within this period after the due date

Notes Referenced 2024 Secured Convertible Notes and 2024 Secured Term Notes Debt instruments whose holders were parties to the Reorganization Agreement

Key Terms

Reorganization Agreement, Secured Convertible Notes, Secured Term Notes, disposal of a component of an entity, +2 more

6 terms

Reorganization Agreement financial

"pursuant to a Reorganization Agreement among the Company, SpringBig, Inc."

Secured Convertible Notes financial

"holders of the Company’s 2024 Secured Convertible Notes and 2024 Secured Term Notes"

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.

Secured Term Notes financial

"2024 Secured Convertible Notes and 2024 Secured Term Notes (collectively, the “Notes”)"

disposal of a component of an entity financial

"qualify as a disposal of a component of an entity under ASC 205-20"

discontinued operations financial

"which will require discontinued operations reporting, as the historical software platform"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

ASC 205-20 financial

"under ASC 205-20, “Presenting Discontinued Operations,” which will require"

A U.S. accounting standard that sets the rules for when a company must report a major part of its business as a "discontinued operation" and how to show the related results on financial statements. It matters to investors because labeling a business as discontinued separates past performance and any one-time gains or losses from ongoing operations, much like pulling a movie clip out of a long film so viewers can judge the remaining story more clearly, improving comparability and decision-making.

FAQ

Why did SBIG delay filing its Form 10-Q for the quarter ended June 30, 2026?

SpringBig Holdings, Inc. delayed its Q2 2026 Form 10-Q to review and confirm the accounting treatment of a July 13, 2026 reorganization transaction. The company states filing sooner would have required unreasonable effort or expense.

What reorganization did SBIG complete that affects the Q2 2026 10-Q?

On July 13, 2026, SpringBig Holdings, Inc. completed a Reorganization under a Reorganization Agreement, transferring all its equity interests in SpringBig, Inc. involving holders of its 2024 Secured Convertible Notes and 2024 Secured Term Notes.

When does SBIG expect to file the delayed Q2 2026 Form 10-Q?

SpringBig states it expects and intends to file the Q2 2026 Form 10-Q no later than the fifth calendar day following the original due date of August 14, 2026, relying on the timing relief available under Rule 12b-25.

How will the SBIG Reorganization affect its financial reporting for Q2 2026?

SpringBig expects the Reorganization to qualify as a disposal of a component of an entity under ASC 205-20, requiring discontinued operations reporting. Prior period amounts are expected to be adjusted to reflect discontinued operations of the historical software platform business.

Why does SBIG expect discontinued operations treatment for its software platform business?

The company expects the Reorganization to be treated as a disposal of a component because the historical software platform business constituted a major line of business for SpringBig. This leads to discontinued operations presentation under ASC 205-20.

Has SBIG indicated any prior reporting issues in the past 12 months?

SpringBig indicates that all other periodic reports required during the preceding 12 months, or the shorter required period, have been filed, aside from this delayed Q2 2026 Form 10-Q.

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Available on EDGAR 08/17/2026 - 09:22 AM Accepted by SEC EDGAR 08/17/2026 - 09:21 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐	Form 10-K	☐	Form 20-F	☐	Form 11-K
	☒	Form 10-Q	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR

For Period Ended: June 30, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

SpringBig Holdings, Inc.

Full Name of Registrant

621 NW 53rd Street, Ste. 340

Address of Principal Executive Office (Street and Number)

Boca Raton, Florida 33487

City, State, Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

SpringBig Holdings, Inc., a Delaware corporation (the “Company”), was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter period ended June 30, 2026 (“Q2 2026”), on or prior to its original due date, August 14, 2026, for the reason set forth below.

On July 13, 2026, the Company consummated a reorganization transaction (the “Reorganization”) pursuant to a Reorganization Agreement among the Company, SpringBig, Inc., Shalcor Management Inc., as collateral agent and administrative agent for the holders of the Company’s 2024 Secured Convertible Notes and 2024 Secured Term Notes (collectively, the “Notes”), Lightbank II, L.P. and LS Round II, LLC, under which the Company transferred all of its equity interests in SpringBig, Inc. The Company requires additional time to review and confirm the accounting treatment for the Reorganization. The Company expects and intends that this process will be completed in time for the Company to file the Form 10-Q no later than the fifth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Andrew Glashow		800		772-9172
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

We expect the Reorganization transaction will qualify as a disposal of a component of an entity under ASC 205-20, “Presenting Discontinued Operations,” which will require discontinued operations reporting, as the historical software platform business constituted a major line of business for the Company. We expect this will result in the adjustment of prior period amounts reported to reflect discontinued operations.

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SpringBig Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	August 17, 2026		By:	/s/ Andrew Glashow
				Name:	Andrew Glashow
				Title:	Chief Executive Officer

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