[Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) [Third Quarter 2024 Financial Highlights](index=1&type=section&id=Third%20Quarter%202024%20Financial%20Highlights) In Q3 2024, Springbig reported $6.4 million revenue, achieved positive Adjusted EBITDA of $0.4 million, and significantly narrowed its net loss to $(0.6) million, driven by a 44% reduction in operating expenses Q3 2024 Financial Performance vs. Q3 2023 (in millions, except per share data) | Metric | Q3 2024 | Q3 2023 | | :--- | :--- | :--- | | Revenue | $6.4 | $6.9 | | Subscription Revenue | $5.2 | $5.4 | | Gross Profit | $4.4 | $5.3 | | Operating Expenses | $4.5 | $8.0 | | Net Loss | $(0.6) | $(2.7) | | Adjusted EBITDA* | $0.4 | $(0.9) | | Basic Net Loss Per Share | $(0.01) | $(0.07) | - Operating expenses were reduced by **44% year-on-year** to **$4.5 million**, which also represents a **6% sequential reduction** from the second quarter[6](index=6&type=chunk) [Nine Month 2024 Financial Highlights](index=1&type=section&id=Nine%20Month%202024%20Financial%20Highlights) For the first nine months of 2024, revenue was $19.5 million, with a significant profitability turnaround to positive Adjusted EBITDA of $0.9 million, a $4.3 million improvement driven by a 38% reduction in operating expenses - The company achieved **positive Adjusted EBITDA** for the third consecutive quarter, reaching **$0.9 million year-to-date**, a **$4.3 million improvement year-on-year**[5](index=5&type=chunk)[2](index=2&type=chunk) Nine Months 2024 Financial Performance vs. 2023 (in millions) | Metric | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | | Revenue | $19.5 | $21.3 | | Subscription Revenue | $16.1 | $16.6 | | Gross Profit | $13.8 | $16.8 | | Operating Expenses | $14.2 | $23.0 | | Net Loss | $(0.8) | $(7.0) | | Adjusted EBITDA* | $0.9 | $(3.4) | - Year-to-date operating expenses were reduced by **38%** or **$8.8 million year-on-year**[5](index=5&type=chunk)[10](index=10&type=chunk) [Debt Restructuring](index=1&type=section&id=Debt%20Restructuring) [Amendment to Debt Obligations](index=2&type=section&id=Amendment%20to%20Debt%20Obligations) Springbig extended the maturity of its **$6.4 million** Convertible Notes and **$1.6 million** Term Loan to January 2027, with amended interest rates of **13%** and **17%** respectively, including a rate reduction mechanism tied to Adjusted EBITDA targets, and anticipates strong free cash flow in 2025 - The maturity of the **$6.4 million** Secured Convertible Notes and **$1.6 million** Secured Term Loan has been extended by twelve months to **January 2027**[8](index=8&type=chunk)[5](index=5&type=chunk) - The interest rates were amended to **13%** for the Convertible Notes and **17%** for the Term Loan[8](index=8&type=chunk) - A rate reduction mechanism is in place: for each quarter the company reports an Adjusted EBITDA of at least **$0.9 million**, the interest rate on both debts will be reduced by **0.75%**, up to a maximum of **3.0%**[8](index=8&type=chunk) - The company is now in compliance with all terms of its debt obligations and anticipates generating **strong free cash flow in 2025**[9](index=9&type=chunk) [Financial Outlook](index=2&type=section&id=Financial%20Outlook) [Fourth Quarter 2024 Guidance](index=2&type=section&id=Fourth%20Quarter%202024%20Guidance) For the fourth quarter of 2024, Springbig projects revenue to be between $6.5 million and $6.8 million and expects to continue its trend of profitability with an Adjusted EBITDA in the range of $0.8 million to $1.0 million Q4 2024 Outlook | Metric | Expected Range (in millions) | | :--- | :--- | | Revenue | $6.5 - $6.8 | | Adjusted EBITDA* | $0.8 - $1.0 | [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, the company reported total assets of **$7.5 million**, total liabilities of **$16.3 million**, and a total stockholders' deficit of **$(8.8) million**, with cash increasing to **$0.85 million** and current liabilities at **$13.7 million** Balance Sheet Summary (in thousands) | Account | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $847 | $331 | | Total current assets | $4,424 | $4,445 | | Total assets | $7,482 | $5,105 | | Total current liabilities | $13,700 | $13,551 | | Total liabilities | $16,325 | $13,779 | | Total stockholders' deficit | $(8,843) | $(8,674) | [Condensed Consolidated Statement of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) The company's net loss significantly narrowed to **$(0.6) million** for Q3 2024 and **$(0.8) million** for the nine-month period, a substantial improvement from prior years driven by reduced operating expenses and a **$1.6 million** gain on note repurchase Statement of Operations Summary (in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $6,425 | $6,888 | $19,511 | $21,259 | | Gross Profit | $4,435 | $5,284 | $13,812 | $16,794 | | Total operating expenses | $4,480 | $7,976 | $14,196 | $22,987 | | Loss from operations | $(45) | $(2,692) | $(384) | $(6,193) | | Net loss | $(554) | $(2,742) | $(784) | $(7,032) | [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the nine months ended September 30, 2024, net cash used in operating activities improved to **$(1.3) million**, with **$1.9 million** provided by financing activities, resulting in a net cash increase of **$0.5 million** and an ending cash balance of **$0.85 million** Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,334) | $(3,468) | | Net cash used in investing activities | $(64) | $(259) | | Net cash provided by financing activities | $1,914 | $474 | | Net increase/(decrease) in cash | $516 | $(3,253) | | Cash and cash equivalents, end of period | $847 | $293 | [Non-GAAP Financial Measures](index=4&type=section&id=Non-GAAP%20Financial%20Measures) [Explanation of Non-GAAP Measures](index=4&type=section&id=Explanation%20of%20Non-GAAP%20Measures) The company uses non-GAAP measures like EBITDA and Adjusted EBITDA to supplement GAAP results, believing they are key for evaluating operating performance, planning, and strategic decisions, providing useful and comparable investor information - The company discloses **EBITDA** and **Adjusted EBITDA**, which are **non-GAAP measures**, to provide investors with additional information regarding financial results[14](index=14&type=chunk) - Management uses these metrics to **evaluate operating performance**, **generate future operating plans**, and **make strategic decisions**, believing they provide **improved comparability** between fiscal periods[15](index=15&type=chunk) [Reconciliation of Net Loss to Non-GAAP EBITDA and Adjusted EBITDA](index=9&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Non-GAAP%20EBITDA%20and%20Adjusted%20EBITDA) For Q3 2024, a net loss of **$(0.6) million** was reconciled to an Adjusted EBITDA of **$0.4 million**, and for the nine-month period, a net loss of **$(0.8) million** was reconciled to an Adjusted EBITDA of **$0.9 million**, with key adjustments including interest expense, stock-based compensation, and gains on debt repurchase Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(554) | $(2,742) | $(784) | $(7,032) | | EBITDA | $38 | $(2,277) | $1,322 | $(5,736) | | Adjusted EBITDA | $409 | $(882) | $889 | $(3,370) |

[Cover Page](index=1&type=section&id=Cover%20Page) This section presents the filing details for the Quarterly Report on Form 10-Q, including shares outstanding and company classification - This is a Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed by SpringBig Holdings, Inc[1](index=1&type=chunk) - As of August 12, 2024, the company had **46,315,018 shares of common stock** issued and outstanding[1](index=1&type=chunk) - The company is classified as a **Non-accelerated filer**, a **Smaller reporting company**, and an **Emerging growth company**[1](index=1&type=chunk) [Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) This part presents the company's unaudited financial statements, management's analysis of financial condition and operations, market risk disclosures, and controls and procedures [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements show continued net losses, a significant working capital deficit, and substantial doubt about the company's going concern ability due to debt covenant default [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2024, the company reported total assets of $7.9 million and total liabilities of $16.4 million, resulting in an $8.5 million stockholders' deficit Condensed Consolidated Balance Sheet Data (in thousands) | Balance Sheet Item | June 30, 2024 (unaudited) | December 31, 2023 (audited) | | :--- | :--- | :--- | | Cash and cash equivalents | $724 | $331 | | Total current assets | $4,724 | $4,445 | | Total assets | $7,947 | $5,105 | | Total current liabilities | $13,636 | $13,551 | | Total liabilities | $16,419 | $13,779 | | Total stockholders' deficit | $(8,472) | $(8,674) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2024, revenues decreased to $6.6 million, but net loss significantly narrowed to $0.6 million, largely due to a gain on note repurchase for the six-month period Statement of Operations Highlights (in thousands, except per share data) | Metric | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $6,612 | $7,214 | $13,086 | $14,371 | | Gross Profit | $4,697 | $5,703 | $9,377 | $11,510 | | Loss from operations | $(57) | $(1,773) | $(339) | $(3,501) | | Net loss | $(647) | $(2,028) | $(230) | $(4,290) | | Net loss per share (basic and diluted) | $(0.01) | $(0.06) | $(0.01) | $(0.15) | [Condensed Consolidated Statements of Changes in Stockholder's Deficit](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholder's%20Deficit) For the six months ended June 30, 2024, the total stockholders' deficit slightly improved due to stock-based compensation and common stock issuance, partially offsetting the net loss - The total stockholders' deficit improved from **$(8,674) thousand** at the end of 2023 to **$(8,472) thousand** at June 30, 2024[14](index=14&type=chunk)[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2024, net cash used in operating activities was $1.9 million, offset by $2.4 million from financing activities, resulting in a net cash increase of $0.4 million Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,919) | $(2,563) | | Net cash used in investing activities | $(63) | $(90) | | Net cash provided by (used in) financing activities | $2,375 | $(167) | | Net increase/(decrease) in cash | $393 | $(2,820) | | Cash and cash equivalents, end of period | $724 | $726 | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business, accounting policies, and financial items, including a going concern warning due to a working capital deficit and debt covenant default - The company has incurred historical losses, resulting in an accumulated deficit of approximately **$36.8 million** and a working capital deficit of **$8.9 million** as of June 30, 2024[34](index=34&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern, as its cash balance fell below the **$1 million** minimum required by its debt agreements, placing it in default, which gives note holders the right to demand immediate repayment[36](index=36&type=chunk)[37](index=37&type=chunk) - In January 2024, the company issued **$6.4 million** of 8% Secured Convertible Notes and **$1.6 million** of 12% Secured Term Notes, using part of the proceeds to repurchase a previous note for **$2.9 million**, resulting in a **$1.6 million** gain[64](index=64&type=chunk)[75](index=75&type=chunk) - For the six months ended June 30, 2024, **97% of total revenue** was generated in the United States, with retail revenue accounting for **$12.9 million** of the **$13.1 million** total[81](index=81&type=chunk)[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a revenue decline and significant expense reductions, while highlighting a critical liquidity crisis with a working capital deficiency and debt covenant default, raising substantial doubt about the company's going concern ability [Business Overview](index=27&type=section&id=Business%20Overview) SpringBig provides a software platform for customer loyalty and marketing automation, primarily serving cannabis retailers and brands in North America - The company is a software platform providing customer loyalty and marketing automation solutions, with a focus on the cannabis industry[116](index=116&type=chunk) - SpringBig serves approximately **1,100 retail and brand clients** across more than **2,500 retail locations** in North America[117](index=117&type=chunk) [Key Operating and Financial Metrics](index=27&type=section&id=Key%20Operating%20and%20Financial%20Metrics) Key metrics show declining revenue and retail clients, but improved net loss and Adjusted EBITDA due to cost-cutting, with net revenue retention falling to 86% Key Metrics Comparison (Q2 2024 vs Q2 2023) | Metric | Q2 2024 | Q2 2023 | | :--- | :--- | :--- | | Revenue (in thousands) | $6,612 | $7,214 | | Net loss (in thousands) | $(647) | $(2,028) | | Adjusted EBITDA (in thousands) | $330 | $(1,138) | | Number of retail clients | 1,113 | 1,439 | | Net revenue retention | 86% | 100% | | Number of messages (million) | 158 | 145 | - Net revenue retention is calculated based on recurring monthly subscription revenue from retail clients over a trailing twelve-month period and excludes excess use revenue[125](index=125&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) For Q2 2024, revenues decreased 8% year-over-year, but total operating expenses were significantly cut by 36%, leading to a substantially smaller loss from operations Comparison of Operations (Three Months Ended June 30, in thousands) | (in thousands) | 2024 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,612 | $7,214 | $(602) | (8)% | | Gross Profit | $4,697 | $5,703 | $(1,006) | (18)% | | Total operating expenses | $4,754 | $7,476 | $(2,722) | (36)% | | Loss from operations | $(57) | $(1,773) | $1,716 | 97% | - The revenue decrease was impacted by the company ceasing to provide platform access to delinquent clients and a **37% year-over-year decline** in excess use revenue due to budget-conscious clients[145](index=145&type=chunk) - Operating expense reductions were achieved through lower employee headcount, reduced use of offshore developers, and lower G&A costs after delisting from Nasdaq to the OTCQX market[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Liquidity & Capital Resources](index=35&type=section&id=Liquidity%20%26%20Capital%20Resources) The company faces significant liquidity challenges with an $8.9 million working capital deficiency and a debt covenant default, raising substantial doubt about its ability to continue as a going concern - The company has a working capital deficiency of **$8.9 million** as of June 30, 2024[173](index=173&type=chunk)[208](index=208&type=chunk) - In January 2024, the company raised **$6.4 million** from 8% Convertible Notes and **$1.6 million** from 12% Term Notes[169](index=169&type=chunk) - The company is in default on its 12% Secured Term Notes and 8% Secured Convertible Notes because its cash balance is below the required **$1 million** minimum, giving note holders the right to demand immediate repayment[174](index=174&type=chunk) - Management concluded there is substantial doubt about the company's ability to continue as a going concern for the next 12 months[176](index=176&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company states that its exposure to market risks, including interest rate fluctuations, inflation, and foreign exchange rate changes, is not material - The company does not believe that inflation has had a material effect on its business[200](index=200&type=chunk) - Exchange rate risk from Canadian operations is considered immaterial as Canadian income and expenses are matched in the local currency[201](index=201&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2024, the company's disclosure controls and procedures were deemed ineffective due to previously identified material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of June 30, 2024[203](index=203&type=chunk) - The ineffectiveness is due to material weaknesses in internal control over financial reporting previously identified in the 2023 Form 10-K[203](index=203&type=chunk) [Part II – Other Information](index=41&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) This part covers legal proceedings, risk factors, unregistered sales of equity securities, defaults on senior securities, other information, and exhibits [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in incidental litigation, but management believes current legal proceedings will not materially affect its financial position or operations - The company states that it is not involved in any legal proceedings that are expected to have a significant adverse effect on its financials[93](index=93&type=chunk)[206](index=206&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) The primary risk factor is the company's significant working capital deficiency and history of losses, leading to substantial doubt about its ability to continue as a going concern - The company has a significant working capital deficiency (**$8.9 million** as of June 30, 2024) and a history of losses[208](index=208&type=chunk) - There is substantial doubt as to the company's ability to continue as a going concern[208](index=208&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[210](index=210&type=chunk) [Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company is in default of its 12% Secured Term Notes and 8% Secured Convertible Notes due to its cash balance falling below the required $1 million minimum - The company is in default upon its senior securities, specifically the **12% Secured Term Notes** and **8% Secured Convertible Notes**[211](index=211&type=chunk) [Other Information](index=41&type=section&id=Item%205.%20Other%20Information) During the six months ended June 30, 2024, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the period[212](index=212&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the CEO and CFO certifications and XBRL interactive data files - Exhibits filed include Sarbanes-Oxley Act certifications from the CEO and CFO, and XBRL data files[214](index=214&type=chunk) [Signatures](index=43&type=section&id=Signatures) This section contains the official signatures for the Quarterly Report on Form 10-Q - The report was signed on August 13, 2024, by Jeffrey Harris, Chief Executive Officer, and Paul Sykes, Chief Financial Officer[219](index=219&type=chunk)

Part I [Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) This section presents the unaudited financial statements and related notes for SpringBig Holdings, Inc. for the first quarter of 2024 [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) SpringBig Holdings, Inc. reported a **$0.417 million** net income in Q1 2024, reversing a prior-year loss, largely due to a **$1.573 million** gain on note repurchase [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$9.1 million** as of March 31, 2024, driven by cash and lease assets, while the stockholders' deficit improved to **$(8.0) million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 (unaudited) | December 31, 2023 (audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,668 | $331 | | Total current assets | $5,722 | $4,445 | | Total assets | $9,078 | $5,105 | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $7,084 | $13,551 | | Long-term debt, non-current | $7,198 | $— | | Total liabilities | $17,103 | $13,779 | | Total stockholders' deficit | $(8,025) | $(8,674) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net income reached **$417,000** in Q1 2024, a significant improvement from a **$2.262 million** loss, primarily due to a **$1.573 million** gain on note repurchase and reduced operating expenses Statement of Operations Summary (in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenues | $6,474 | $7,157 | | Gross Profit | $4,680 | $5,807 | | Loss from operations | $(282) | $(1,728) | | Gain on note repurchase | $1,573 | $— | | **Net income (loss)** | **$417** | **$(2,262)** | | Basic EPS | $0.01 | $(0.08) | | Diluted EPS | $0.01 | $(0.08) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$1.878 million** in Q1 2024, offset by **$3.274 million** from financing, leading to a **$1.337 million** increase in cash and cash equivalents Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(1,878) | $379 | | Net cash used in investing activities | $(59) | $(12) | | Net cash provided by (used in) financing activities | $3,274 | $(1,344) | | **Net increase (decrease) in cash** | **$1,337** | **$(977)** | | Cash and cash equivalents at end of period | $1,668 | $2,569 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Key notes include the company's delisting to OTCQX, management's going concern assessment, **$8.0 million** in new debt issuance, and a **$1.6 million** gain from note repurchase - The company's common stock was delisted from the Nasdaq Capital Market and began trading on the **OTCQX® Best Market** on September 6, 2023[27](index=27&type=chunk)[28](index=28&type=chunk) - Management concluded that liquidity and cash resources are sufficient for the next twelve months, despite a **$1.4 million** working capital deficit as of March 31, 2024[32](index=32&type=chunk)[34](index=34&type=chunk) - In January 2024, the company issued **$6.4 million** of 8% Secured Convertible Notes and **$1.6 million** of 12% Secured Term Notes, convertible at **$0.15 per share**[63](index=63&type=chunk)[64](index=64&type=chunk) - On January 23, 2024, the company repurchased **$4.4 million** of 6% Senior Secured Convertible Notes for **$2.9 million**, recognizing a **$1.6 million** gain[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a **10%** revenue decline to **$6.5 million** in Q1 2024, offset by a **34%** reduction in operating expenses and a **$1.6 million** gain, resulting in a **$0.4 million** net income and positive Adjusted EBITDA [Key Operating and Financial Metrics](index=24&type=section&id=Key%20Operating%20and%20Financial%20Metrics) Key metrics for Q1 2024 show revenue at **$6.474 million**, a decline in retail clients and net revenue retention, but an increase in messages sent and positive Adjusted EBITDA of **$150,000** Key Metrics Comparison (Q1 2024 vs Q1 2023) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenue (in thousands) | $6,474 | $7,157 | | Net income (loss) (in thousands) | $417 | $(2,262) | | Adjusted EBITDA (in thousands) | $150 | $(1,331) | | Number of retail clients | 1,207 | 1,366 | | Net revenue retention | 89% | 100% | | Number of messages (million) | 637 | 488 | - Adjusted EBITDA is a non-GAAP measure, adjusting net income for interest, taxes, depreciation, amortization, stock-based compensation, bad debt, and other non-recurring items[126](index=126&type=chunk)[130](index=130&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Q1 2024 revenues decreased by **10%** to **$6.474 million**, but a **34%** reduction in operating expenses and a **$1.6 million** gain on note repurchase led to a net income of **$0.4 million** Year-over-Year Change in Operating Results (in thousands) | Item | Q1 2024 | Q1 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,474 | $7,157 | $(683) | (10)% | | Gross Profit | $4,680 | $5,807 | $(1,127) | (19)% | | Total operating expenses | $4,962 | $7,535 | $(2,573) | (34)% | | Loss from operations | $(282) | $(1,728) | $1,446 | (84)% | | **Income (loss) after taxes** | **$417** | **$(2,262)** | **$2,679** | **nm** | - The revenue decrease was driven by a **4%** decline in subscription revenue and a **28%** decline in excess use revenue due to client budget consciousness[144](index=144&type=chunk) - Operating expenses were reduced across all categories: Selling, servicing and marketing by **38%**, Technology and software development by **28%**, and General and administrative by **36%**[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) [Liquidity & Capital Resources](index=29&type=section&id=Liquidity%20%26%20Capital%20Resources) The company improved liquidity in January 2024 by raising **$8.0 million** in new debt and repurchasing prior notes, reducing its working capital deficit to **$1.4 million** as of March 31, 2024 - In January 2024, the company raised **$6.4 million** from 8% Convertible Notes and **$1.6 million** from 12% Term Notes, yielding **$7.5 million** in net cash proceeds[158](index=158&type=chunk) - A portion of new debt proceeds was used to repurchase **$5.2 million** of 6% Senior Secured Notes for **$2.9 million**[160](index=160&type=chunk) Working Capital Summary (in thousands) | Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,668 | $331 | | Working capital | $(1,362) | $(9,106) | [Quantitative and Qualitative Disclosure About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company identifies market risks from interest rates, inflation, and foreign exchange, but deems their current financial impact immaterial - The company's primary market risks include interest rate fluctuations, inflation, and foreign exchange risk[184](index=184&type=chunk) - Management believes these market risks are currently immaterial to the company's financial condition and results[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2024, disclosure controls and procedures were deemed ineffective due to previously identified material weaknesses, with no material changes during the quarter - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2024[190](index=190&type=chunk) - No material changes to internal controls over financial reporting occurred during Q1 2024[192](index=192&type=chunk) Part II [Part II – Other Information](index=34&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) This section provides additional information on legal proceedings, risk factors, equity sales, and other corporate matters [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in incidental litigation, but management anticipates no significant adverse financial impact from current proceedings - The company is involved in incidental litigation but does not expect a significant adverse effect from current proceedings[91](index=91&type=chunk)[194](index=194&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) For a comprehensive discussion of business risks, the company refers investors to its 2023 Annual Report on Form 10-K - For a comprehensive understanding of business risks, the company refers to its **2023 Form 10-K**[195](index=195&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On February 27, 2024, the company issued **255,102 shares** of common stock for advisory services in an unregistered transaction - Issued **255,102 shares** of common stock for advisory services on February 27, 2024, in an unregistered transaction[196](index=196&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2024 - No directors or officers adopted or terminated **Rule 10b5-1** trading plans in Q1 2024[198](index=198&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40049 SPRINGBIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 88-2789488 (State or other jurisdictio ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40049 SPRINGBIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 88-2789488 (State or ...

Part I [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) For the six months ended June 30, 2023, SpringBig reported revenue of **$14.4 million**, a **14% increase** year-over-year, and a net loss of **$4.3 million**, an improvement from the **$5.5 million** loss in the prior year period, ending the period with **$0.7 million** in cash and cash equivalents and a working capital deficit of **$1.3 million**, with management expressing substantial doubt about the company's ability to continue as a going concern [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2023, the company's total assets decreased to **$7.8 million** from **$9.7 million** at year-end 2022, primarily due to a reduction in cash and cash equivalents, while total liabilities also decreased to **$11.5 million** from **$13.3 million**, and the company reported a total stockholders' deficit of **$3.6 million** Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2023 (unaudited) | December 31, 2022 (audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $726 | $3,546 | | Total current assets | $6,613 | $8,273 | | Total assets | $7,836 | $9,657 | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $7,959 | $9,817 | | Total liabilities | $11,479 | $13,285 | | Total stockholders' deficit | $(3,643) | $(3,628) | | Total liabilities and stockholders' deficit | $7,836 | $9,657 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) For the second quarter of 2023, revenue increased **11.7%** year-over-year to **$7.2 million**, and net loss improved to **$2.0 million** from **$2.6 million**, while for the six-month period, revenue grew **13.8%** to **$14.4 million**, and net loss narrowed to **$4.3 million** from **$5.5 million** in the prior year period Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | Change (YoY) | H1 2023 | H1 2022 | Change (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenues | $7,214 | $6,454 | +11.7% | $14,371 | $12,627 | +13.8% | | Gross Profit | $5,703 | $4,586 | +24.4% | $11,510 | $9,107 | +26.4% | | Loss from Operations | $(1,773) | $(5,282) | +66.4% | $(3,501) | $(8,055) | +56.5% | | Net Loss | $(2,028) | $(2,610) | +22.3% | $(4,290) | $(5,476) | +21.7% | | Net Loss per Share | $(0.06) | $(0.14) | - | $(0.15) | $(0.29) | - | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2023, net cash used in operating activities was **$2.6 million**, an improvement from **$5.0 million** in the prior year period, while net cash used in financing activities was **$0.2 million**, a significant shift from the **$17.3 million** provided by financing activities in H1 2022, which was driven by the business combination, resulting in cash and cash equivalents decreasing by **$2.8 million** during the period Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,563) | $(4,952) | | Net cash used in investing activities | $(90) | $(363) | | Net cash (used in) provided by financing activities | $(167) | $17,267 | | **Net (decrease) increase in cash** | **$(2,820)** | **$11,952** | | Cash at beginning of period | $3,546 | $2,227 | | Cash at end of period | $726 | $14,179 | [Notes to the Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Key notes detail the company's business in providing marketing software to cannabis dispensaries, the reverse recapitalization in June 2022, and significant accounting policies, confirming a going concern issue due to historical losses and a working capital deficit, with revenue primarily from U.S. retail clients and details on debt and stock-based compensation plans - The company provides a software platform for marketing and customer engagement, primarily serving cannabis dispensaries and brands in the U.S. and Canada[28](index=28&type=chunk) - Management concluded there is substantial doubt about the company's ability to continue as a going concern for the next 12 months, citing historical losses, a working capital deficit of approximately **$1.3 million**, and cash of **$0.7 million** as of June 30, 2023[37](index=37&type=chunk)[39](index=39&type=chunk) - In May 2023, the company amended its Senior Secured Convertible Notes, extending the term to March 2025 and adjusting the conversion and warrant exercise prices to **$1.00**[75](index=75&type=chunk) - Total revenue from U.S. operations accounted for approximately **97%** of total revenue for the six months ended June 30, 2023[84](index=84&type=chunk) - The company is in mediation to settle a dispute over a 2017 software license agreement, with a potential contingent loss of approximately **$1.0 million**[105](index=105&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **14%** year-over-year revenue growth for H1 2023 to a **23%** increase in subscription revenue, partially offset by a decline in excess use revenue, with gross profit margin improving from **72%** to **80%** due to operating efficiencies and operating expenses decreasing by **13%**, though liquidity remains a major concern with substantial doubt about going concern, addressed by a **$3.0 million** public equity offering and secured convertible note amendments [Business Overview](index=29&type=section&id=Business%20Overview) SpringBig provides a B2B2C software platform offering customer loyalty and marketing automation solutions primarily to cannabis retailers and brands, serving approximately **1,300 clients** across over **3,000 retail locations** in North America - The company is a market-leading software platform for customer loyalty and marketing automation, with a focus on the cannabis industry[137](index=137&type=chunk) - As of the report date, SpringBig serves approximately **1,300 brand and retailer clients** across more than **3,000 retail locations**, with over **$7.5 billion** in gross merchandise value accounted for by clients on the platform in the last year[138](index=138&type=chunk) [Key Operating and Financial Metrics](index=30&type=section&id=Key%20Operating%20and%20Financial%20Metrics) The company monitors key metrics including revenue, net loss, Adjusted EBITDA, number of retail clients, and net revenue retention, with the net revenue retention rate at **100%** for the twelve months ended June 30, 2023, and Adjusted EBITDA loss improving significantly to **$(1.1) million** in Q2 2023 Key Metrics Comparison (in thousands) | Metric | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $7,214 | $6,454 | $14,371 | $12,627 | | Net loss | $(2,028) | $(2,610) | $(4,290) | $(5,476) | | Adjusted EBITDA | $(1,138) | $(3,442) | $(2,488) | $(5,942) | | Number of retail clients | 1,439 | 1,464 | 1,439 | 1,464 | | Net revenue retention | 100% | 114% | 100% | 114% | - Net revenue retention rate is a key metric calculated based on average recurring monthly subscription revenue, adjusted for losses and changes in subscriptions over a twelve-month period. The rate was **100%** for the twelve months ended June 30, 2023[147](index=147&type=chunk)[168](index=168&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) For Q2 2023, revenue grew **12%** year-over-year to **$7.2 million**, driven by a **19%** increase in subscription revenue, with gross profit margin improving to **79%** from **71%** and operating expenses falling **24%**, while H1 2023 revenue grew **14%** to **$14.4 million** with gross margin improving to **80%** from **72%** Q2 2023 vs Q2 2022 Performance (in thousands) | Item | Q2 2023 | Q2 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $7,214 | $6,454 | $760 | 12% | | Gross Profit | $5,703 | $4,586 | $1,117 | 24% | | Total Operating Expenses | $7,476 | $9,868 | $(2,392) | (24)% | | Loss from Operations | $(1,773) | $(5,282) | $3,509 | (66)% | - The improvement in Q2 gross profit margin to **79%** from **71%** year-over-year was driven by a **22%** reduction in messaging costs due to operating efficiencies and increased use of mobile app notifications[169](index=169&type=chunk) H1 2023 vs H1 2022 Performance (in thousands) | Item | H1 2023 | H1 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $14,371 | $12,627 | $1,744 | 14% | | Gross Profit | $11,510 | $9,107 | $2,403 | 26% | | Total Operating Expenses | $15,011 | $17,162 | $(2,151) | (13)% | | Loss from Operations | $(3,501) | $(8,055) | $4,554 | (57)% | [Liquidity, Capital Resources, & Going Concern](index=36&type=section&id=Liquidity,%20Capital%20Resources,%20%26%20Going%20Concern) The company faces significant liquidity challenges, with cash decreasing to **$0.7 million** and a working capital deficit of **$1.3 million** as of June 30, 2023, leading management to conclude substantial doubt about its ability to continue as a going concern, addressed by a **$3.0 million** public equity offering and amended secured convertible notes, with future liquidity dependent on revenue growth and strategic capital raises - As of June 30, 2023, the company concluded there was substantial doubt about its ability to continue as a going concern for the next 12 months[188](index=188&type=chunk) Working Capital Summary (in thousands) | Item | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $726 | $3,546 | | Accounts receivable, net | $4,002 | $2,889 | | Working capital | $(1,346) | $(1,544) | - In May 2023, the company raised gross cash proceeds of approximately **$3.0 million** through a public equity offering and converted **$1.25 million** of debt into common shares[185](index=185&type=chunk) - The company's ability to continue as a going concern is dependent on increasing revenue, its Common Stock Purchase Agreement with Cantor, and strategic capital raises[190](index=190&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company is exposed to market risks including interest rate changes, inflation, and foreign exchange rates, with interest rate risk minimal due to short maturities of cash equivalents, inflation not having a material effect, and foreign exchange risk from Canadian operations deemed immaterial due to matched local currency income and expenses - The company's primary market risks are interest rate changes, inflation, and foreign exchange rates[203](index=203&type=chunk) - Interest rate risk is minimal as cash equivalents have short maturities. Inflation is not considered to have had a material effect[205](index=205&type=chunk)[206](index=206&type=chunk) - Exchange rate risk from Canadian operations is deemed immaterial as revenues and expenses are matched in local currency[208](index=208&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting identified in the 2022 Annual Report on Form 10-K, with no material changes occurring during the quarter - Management, including the CEO and CFO, concluded that as of June 30, 2023, the company's disclosure controls and procedures were not effective[210](index=210&type=chunk) - The ineffectiveness is linked to material weaknesses in internal control over financial reporting described in the Annual Report on Form 10-K for the year ended December 31, 2022[210](index=210&type=chunk) Part II – Other Information [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a legal dispute with co-founder Michael Gross and Yuzz Buzz, LLC, concerning a 2017 Settlement and License Agreement, with plaintiffs seeking specific performance or damages, and parties currently in discovery and engaged in mediation to seek a settlement - The company is in litigation with co-founder Michael Gross and Yuzz Buzz, LLC over a 2017 Settlement and License Agreement regarding a non-exclusive, perpetual software license[213](index=213&type=chunk) - The plaintiffs seek specific performance of the license agreement or damages. The parties began formal mediation on July 18, 2023[214](index=214&type=chunk)[215](index=215&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) The company highlights significant risks, including potential delisting from Nasdaq due to non-compliance with the **$1.00** minimum bid price requirement, with an extension granted until September 5, 2023, alongside risks from ongoing litigation and future stock issuances causing dilution to shareholders - The company is at risk of being delisted from The Nasdaq Capital Market for failing to meet the **$1.00** minimum bid price requirement. Nasdaq has granted an extension until September 5, 2023, to regain compliance[219](index=219&type=chunk) - A delisting could adversely affect market liquidity, stock price, and the company's ability to raise future capital[220](index=220&type=chunk) - Ongoing and potential future litigation may result in significant defense costs, judgments, and diversion of management's attention[221](index=221&type=chunk)[222](index=222&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[226](index=226&type=chunk) [Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including amendments to purchase agreements, forms of securities agreements, and certifications by the CEO and CFO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40049 SPRINGBIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 88-2789488 (State or oth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40049 SPRINGBIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 88-2789488 (State or other jurisdictio ...