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 ...