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, 2025
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)
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including
area code (800)772-9172
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g)
of the Act:
Title of each class
Common stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements
for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate by check mark whether the
registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☐
If securities are registered pursuant to
Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those
error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the OTCQB Venture Market on June
30, 2025, was $1.4 million.
As of March 9, 2026, there were 48,584,437 shares of common stock,
$0.0001 par value issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the Third Annual
Meeting of Stockholders following the effectiveness of the Certificate of Incorporation are incorporated herein by reference in Part III
of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission
within 120 days of the registrant’s fiscal year ended December 31, 2025.
SPRINGBIG HOLDINGS, INC.
TABLE OF CONTENTS
Page
Frequently Used Terms ii
Note About Forward-Looking Statements iv
Risk Factor Summary v
Part I
Item 1. Business 1
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 36
Item 1C. Cybersecurity 36
Item 2. Properties 36
Item 3. Legal Proceedings 36
Item 4. Mine Safety Disclosures 36
Part II
Item 6. [Reserved] 37
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 47
Item 8. Financial Statements and Supplementary Data F-1
Item 9A. Controls and Procedures 48
Item 9B. Other Information 49
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 49
Part III
Item 10. Directors, Executive Officers, and Corporate Governance 50
Item 11. Executive Compensation 50
Item 14. Principal Accountant Fees and Services 50
Part IV
Item 15. Exhibits and Financial Statement Schedules 51
Signatures 54
i
Frequently Used Terms
As used in this Annual Report on Form
10-K, references to:
“amended and
restated merger agreement” are to the agreement and plan of merger, dated as of April 14, 2022, by and among Tuatara, Merger
Sub and Legacy SpringBig, as amended and restated by Amendment No. 1, dated as of May 4, 2022;
“amended and restated
registration rights agreement” are to the Amended and Restated Registration Rights Agreement entered into, by and among Tuatara,
Sponsor, Legacy SpringBig, and the other signatories thereto;
“business combination”
are to the transactions contemplated by the merger agreement;
“Canadian CRTC”
are to the Canadian Radio-Television and Telecommunications Commission;
“Cannabis Act”
are to the Cannabis Act (Canada);
“Code” are to
the Internal Revenue Code of 1986, as amended;
“Common Shares,”
“Common Stock” or “Shares” are to the shares of common stock of SpringBig Holdings, Inc., par value $0.0001 per
share;
“Common Stock Purchase
Agreement” are to the Common Stock Purchase Agreement, dated as of April 29, 2022, by and between Tuatara and the Holder, as amended
by Amendment No. 1, dated July 20, 2022;
“Company,” “SpringBig,”
“we,” “us,” “our” and similar terms are to SpringBig Holdings, Inc., a Delaware corporation, and its
consolidated subsidiaries;
“COVID-19” are
to SARS-Cov-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemics or disease outbreaks;
“CSA” are to the
U.S. Controlled Substances Act of 1970, as amended;
“DGCL” are to
the Delaware General Corporation Law, as amended;
“effective time”
are to the effective time of the certificate of merger effecting the merger contemplated by the amended and restated merger agreement;
“Exchange Act”
are to the Securities Exchange Act of 1934, as amended;
“FCC” are to the
United States Federal Communications Commission;
“GAAP” are to
United States generally accepted accounting principles;
ii
“Legacy SpringBig”
are to SpringBig, Inc., a Delaware corporation, prior to the business combination, and a wholly-owned subsidiary of SpringBig following
the business combination;
“merger” are to
the merger evidenced by a certificate of merger between Merger Sub and Legacy SpringBig pursuant to which Merger Sub merged with and into
Legacy SpringBig, with Legacy SpringBig continuing as the surviving entity and a subsidiary of SpringBig;
“merger agreement”
are to the original merger agreement and the amended and restated merger agreement, collectively, as amended or modified from time to
time, by and among Tuatara, Merger Sub and Legacy SpringBig;
“Merger Sub” are
to HighJump Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Tuatara;
“Nasdaq” are to
The Nasdaq Stock Market LLC;
“Notes Purchase Agreement”
are to that certain securities purchase agreement, dated January 23, 2024, between the Company and Shalcor Management, Inc and other Purchasers
(the “Investors”), pursuant to which the Company agreed to sell a total of $5.4 million of 8% Senior Secured Convertible Notes
due 2026 (the “Convertible Notes”), in a private placement.
“original merger agreement”
are to the agreement and plan of merger, dated as of November 8, 2021, by and among Tuatara, Merger Sub and SpringBig;
“PIPE subscription financing”
are to the aggregate $13,100,000 of proceeds from the issuance of the subscription shares;
“SaaS” are to
software-as-a-service;
“Securities Act”
are to the Securities Act of 1933, as amended;
“Sponsor” are
to TCAC Sponsor, LLC a Delaware limited liability company;
“TCPA” are to
the United States Telephone Consumer Protection Act of 1991, as amended;
“transfer agent”
are to Continental Stock Transfer & Trust Company, as transfer agent;
“Tuatara,” “we,”
“our” or “us” are to Tuatara Capital Acquisition Corporation, an exempted company incorporated under the laws
of the Cayman Islands, the predecessor entity to SpringBig; and
“$,” “US$”
and “U.S. dollar” each refer to the United States dollar.
iii
Note About Forward-Looking Statements
This Annual Report on Form
10-K contains forward looking statements that are subject to risks and uncertainties. All statements other than statements of historical
fact included in this Annual Report on Form 10-K are forward looking statements. Forward looking statements include our current expectations
and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can
identify forward looking statements by the fact that they do not relate strictly to historical or current facts. These statements may
include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,”
“believe,” “may,” “will,” “should,” “can have,” “likely” and other words and
terms of similar meaning in connection with any discussion of the timing or nature of future cash flows, operating or financial performance
or other events. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections
about our industry and Company, management’s beliefs and certain assumptions made by management, many of which, by their nature,
are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward looking statements are not guarantees
of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe
that the expectations reflected in such forward-looking statements are reasonable as of the date made, results may prove to be materially
different. Unless otherwise required by law, we disclaim any obligation to update our view of any such risks or uncertainties or to announce
publicly the result of any revisions to the forward-looking statements made in this report.
A number of risks and uncertainties
that could cause actual results to differ materially from the results reflected in these forward-looking statements are identified in
the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the
SEC’s website at www.sec.gov.
You should read this Annual
Report on Form 10-K completely and with the understanding that our actual future results, levels of activity and performance as well as
other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these
cautionary statements.
iv
Risk Factor Summary
We are providing the following summary of the
risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures.
We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional
information regarding the material factors that make an investment in our securities speculative or risky. These risks and uncertainties
include, but are not limited to, the following:
v
● We may be subject to potential adverse tax consequences.
● We do not intend to pay cash dividends for the foreseeable future.
vi
PART I
Item 1. Business
Our Mission
We provide our clients with
an easy-to-use loyalty, digital communications platform that drives their consumers to action. SpringBig empowers our clients to effectively
communicate with, increase the loyalty of, and expand their consumer population through the provision of an integrated technology platform
supported by robust analytics. Our goal is to become the leading SaaS software platform to cannabis retailers and brands, providing data-driven
loyalty, marketing and consumer buying experience solutions throughout the U.S. and Canada, and ultimately expanding internationally and
into other regulated markets.
Summary of Our Business
SpringBig is a market-leading
software platform providing customer loyalty and marketing automation solutions to retailers and brands. SpringBig believes that it is
a market leader in its product categories based on a number of factors, including amongst other, (i) the number of SpringBig customers
and consumers enrolled on SpringBig’s platform (as a percentage of known licensed cannabis retailers enrolled in SpringBig’s
product service); (ii) scale (SpringBig has operations and clients in all states that have legalized cannabis); (iii) the comprehensive
services offered by SpringBig; (iv) the technology offered by SpringBig that, amongst other things, connects the three categories of participants
in the cannabis ecosystem (customers, retailers and brands) and provides effective communications and marketing to end-consumers; (v)
SpringBig’s expertise in loyalty programs and marketing automation: and (vi) SpringBig’s ability to provide data analytics.
Since our inception in 2016,
we have leveraged our deep expertise in loyalty marketing to develop solutions that address the key challenges faced by retailers and
brands, including those in the cannabis industry. Stringent, complex, and rapidly evolving regulations have resulted in restricted access
to traditional marketing channels for cannabis retailers and brands, preventing them from utilizing many traditional methods for effectively
accessing and engaging with consumers. In addition, the lack of industry-specific data and market intelligence solutions limit cannabis
retailers’ and brands’ ability to efficiently market their products, thereby hindering their growth. Our platform enables
our clients to increase brand awareness, engage customers, improve retention, and access actionable consumer feedback data to improve
marketing. Our clients can use our loyalty marketing, digital communications, and text/email/push marketing solutions to drive new customer
acquisition, customer spend and retail foot traffic. Our proven business-to-business-to-customer (“B2B2C”) software platform
creates powerful network effects between retailers and brands and provides an ability for both to connect directly with consumers. As
retailers and brand scale, a virtuous cycle is created, ultimately expanding SpringBig’s reach, strengthening our value proposition.
In addition, our platform enables clients to offer consumers a paid-for premium loyalty tier and facilitates the use of prepaid gift cards
within the loyalty wallet as a method of payment.
Today, we serve approximately 775 clients across approximately 2,400
distinct retail locations in North America. Our clients distributed over 600 million messages during 2025, and in the last year more than
$5.7 billion of gross merchandise value (“GMV”) was accounted for by our clients utilizing our platform.
We believe SpringBig is well
positioned to continue to be a leading software platform for cannabis retailers and brands by providing data-driven loyalty and marketing
solutions to enhance a frictionless consumer buying experience.
1
What SpringBig Does
We have developed and commercialized
a comprehensive suite of Software-as-a-Service (“SaaS”) solutions for our customers (who we refer to as “clients”
and their end-user customers as “customers” or “consumers”).
Through their subscriptions,
our retail clients have access to in-depth campaign data, robust analytics, and actionable feedback and summaries to help inform their
business decisions and maximize customer engagement and retention. When a client subscribes to our platform, we charge affordable initial
set-up fees and the majority of our revenue is derived from a monthly recurring subscription fee. Typically, our subscription agreements
extend for twelve months, and unless terminated in accordance with their terms, generally renew for subsequent and recurring twelve-month
periods. Our client subscriptions cover access to our platform as well as messaging services.
Within the terms of a subscription,
a client receives a pre-determined quantum of communication credits per month, and we invoice the client additional amounts if the pre-determined
credit volume is exceeded in any month (though the subscription agreements do not stipulate the volume of messages the client must cause
to be sent during a month). The fees for such excess use are set forth in the client’s subscription agreement. In some cases, a
client has separate subscriptions relating to the use of the software platform and the communications and, in other cases, these are bundled
into a single subscription.
The monthly subscription fee
charged to SpringBig’s clients is set forth in such client’s subscription agreement and is based on the scope of the subscription,
which is determined based on (1) the number of customers on a client’s database (e.g., use of the SpringBig platform) and/or (2)
the pre-determined quantum of communication credits that such client may use per month. As noted above, if this pre-determined credit
volume is exceeded in any month, SpringBig will invoice the client for such excess use by the client.
Secondly, we also generate
revenue by empowering brands with direct access to consumers via our brands platform. Our brands platform allows brands to advertise and
engage cannabis consumers, drive brand awareness, acquire VIP customers with high lifetime value, and access detailed reporting insights
into essential campaign attribution metrics.
Thirdly, we also generate revenue
when our clients utilize the paid-for premium loyalty tier in our platform through a revenue sharing arrangement with our client whereby
SpringBig receives a proportion of the subscription paid by consumers; and generate revenue on prepaid gift cards, which is calculated
as a proportion of the value of the gift card amount.
Industry Overview
We operate within the large and expanding cannabis retail market in
the United States and Canada. Cannabis is one of the fastest emerging consumer end markets in the U.S and it is expected to grow to more
than $40 billion in the near-term. As of December 31, 2025, 40 U.S. states plus the District of Columbia have legalized medical cannabis,
of which 24 states plus the District of Columbia have further legalized cannabis for recreational adult-use. Further momentum from the
legislative and regulatory changes is expected to drive expansion of the total addressable market as more states continue to legalize
cannabis for recreational adult-use and medical use. We operate in all states that have legalized cannabis in some form (be it recreational
adult-use or medical), and we plan to be a first mover in future new markets. Additional tailwinds such as a decrease in raw material
costs, intensifying competition amongst cannabis retailers and brands, and increased marketing spends by clients are also expected to
contribute to the expansion of our total addressable market as customer engagement and retention will become ever more critical for cannabis
retailers and brands to succeed.
Current technology offerings
to cannabis retailers and brands are rudimentary, and the technology landscape offers a highly fragmented environment with lots of competition
within a pool of small players. We believe that SpringBig as a leading loyalty and marketing software platform of scale to the cannabis
industry is nicely positioned to capture the significant uptick expected in marketing spend. There are only a few cannabis-specific companies
that provide products similar to our offering, and SpringBig currently does not face competition from traditional loyalty marketing providers
due to legal restrictions for cannabis at the federal level.
2
Key Challenge
The stringent and evolving
regulations, which vary state-by-state, restrict retailers’ and brands’ abilities to engage with customers, currently present
significant challenges to their marketing efforts. In addition, these retailers and brands lack access to actionable data and analytics
tools to market their products to customers efficiently.
The cannabis industry is a
highly fragmented and competitive industry where price and promotions are key drivers of sales. Further, traditional marketing channels
restrict cannabis marketing, preventing businesses from marketing their products and reaching consumers. Social media platforms serve
as an outlet for businesses to market their products in most other industries, but they restrict cannabis companies from operating on
their platforms. Some SMS providers also restrict licensed cannabis businesses from accessing networks, and these barriers currently make
it challenging for cannabis retailers and brands to drive customer acquisition, retention, engagement, and loyalty. Furthermore, the continued
penetration by cannabis focused e-commerce providers have increased competition and decreased customer loyalty for bricks and mortar cannabis
retailers.
How SpringBig Addresses The Challenge
SpringBig has developed and
commercialized a comprehensive suite of SaaS solutions to address the challenges that cannabis retailers and brands face in this industry.
Today’s industry participants lack sufficient visibility into customer behavior and need a solution that bridges communication between
consumers, retailers and brands. We believe our solutions foster valuable connections and interactions that improve clarity, trust and
satisfaction between these stakeholders.
Further, while cannabis clients
do not currently have access to certain traditional marketing channels, including social media platforms, we believe that our platform’s
products and services, in particular our data and analytics capabilities, position us well to provide significant value to cannabis retailers
and brands whenever these social media platforms become available, by enabling these businesses to determine the effective targeting and
focus of their marketing solutions and loyalty programs.
Although carrier-imposed restrictions
limit the use of blatant cannabis content being sent directly via SMS, SpringBig has developed a proprietary solution, compliant with
TCPA, FCC, and Canadian CRTC, that helps cannabis retailers and brands communicate directly with their consumers, offering a direct communication
and engagement channel, using text, images and other forms of media.
We believe our platform empowers
our clients to improve and analyze customer acquisition, retention, basket spend and retail foot traffic. Retailers and brands can use
SpringBig’s platform to connect with consumers, thus driving improvements in customer engagement and retention and increasing brand
exposure. Once customers are engaged, the SpringBig platform enables businesses to amplify consumer spend through differentiated marketing
solutions which target the consumer directly in an industry were doing so has been challenging in the past. While brand loyalty in the
cannabis market has historically proven challenging, our offerings effectively connect the consumer with brands and drive loyalty.
We provide retailers with the
analytics infrastructure to make data actionable. Our data solutions are purpose-built for the cannabis industry and enable our clients
to leverage data to more effectively market their products to consumers. Through our integrations with many of the leading point of sale
(“POS”) providers, and with major cannabis e-commerce and data providers, our platform offers robust consumer purchasing and
marketing feedback data to allow our customers to take direct marketing and promotional actions. These commercial relationships take varying
forms, depending on the relationship, including licensing and referral arrangements.
Furthermore, our proprietary
auto-connect module supports further automation of marketing campaigns based on data. We also offer marketing automation solutions that
provide for consistency of customer communication, which retailers and brands can use to drive customer retention and retail foot traffic.
Our platform offers functionality to help build brand loyalty through loyalty programs that offer various rewards and offers. Our reporting
and analytics offerings deliver valuable insights that our clients utilize to better understand their customer base, purchasing habits
and trends. Consumer actions become measurable, thus providing our clients with data that can be leveraged to make better informed business
decisions and more targeted marketing campaigns.
Through SMS marketing, emails,
customer feedback system and loyalty programs, we believe our solutions are crucial in managing customer relationships in this emerging
industry.
3
On the consumer side, we offer
a suite of elegant consumer-facing products. The enrollment process is streamlined and designed to provide for compliance and clarity.
Once enrolled, consumers can develop their profile, will receive appropriate messages and offers and access their retailer’s specific
rewards wallet application, where multiple images, videos, and links can be added for the consumer to explore.
An important component of our
platform is digital message marketing, which allows clients to send promotions to existing customers via text, email or push notifications
directly into a mobile app. Our digital messaging platform offers a variety of features, including multiple customer segmentations, which
automatically groups customers into segments based on their preferences and purchase behavior. Retailers also have access to the “autoconnects”
feature, which allows them to easily leverage customer data and send messages directly to consumers based on certain actions and includes
functionality to help clients avoid missed opportunities to send text messages. We also provide an e-signature app, designed to accommodate
a proper ‘double opt-in’ procedure, through both implied and expressed consent, to facilitate compliance with the TCPA, FCC,
and Canadian CRTC. We utilize proprietary technology to filter out fake phone numbers, burner phones, and landlines. In an environment
where communication with cannabis consumers is constrained, text messaging is extremely effective in influencing purchase behavior, while
also driving foot traffic and continuing to reach new customers and target markets.
The consumer application (wallet)
itself can easily be customized with a distinct icon, name, layout, and color scheme, thus allowing for brand consistency and a higher-quality
and frictionless customer experience. Here, customers can access and check their points, redeem rewards, and view upcoming offers. The
wallet fully integrates with cannabis e-commerce providers, allowing customers to place orders directly from their wallet. The features
and ease of use that comes with the SpringBig rewards wallet creates customer loyalty and establishes a relationship between the client
and the consumer.
Our brand marketing platform
offers a leading direct-to-consumer marketing automation platform, with the data-rich direct-to-consumer marketing engine enabling brands
to target and measure the complete transaction cycle from initial engagement through point of sale.
We have created a distinct
B2B2C platform supported by a wealth of data assets to effectively monetize our large and growing base of cannabis consumers. Currently,
the cannabis industry falls significantly short of market intelligence and data solutions that would typically be found in other industries:
retailers lack analytics infrastructure to make data actionable for marketing, and lack of feedback data poses challenges for brands to
reach and establish relationships with consumers directly. Our leading messaging, loyalty, and customer experience platform recognizes
powerful network effects among brands, retailers, and cannabis consumers to enable our clients to make better business decisions. We retain
retailers as paying SaaS subscription customers, who then acquire consumers. Brands target retailers that successfully acquire loyal consumers,
which drives increased retailer interest and recurring revenue.
The SpringBig platform is also
supported by large data assets created by our fully integrated cannabis technology ecosystem. We partner with industry leading data analytics,
e-commerce, and POS providers to monetize our base of over 35 million consumers and generate revenue for our clients.
We intend to continue to invest
in our platform to enhance its functionality and the value of our data assets so that both we and our clients can continue to grow. We
anticipate building on our existing platform infrastructure so that we are well positioned to benefit from the further emergence of the
burgeoning cannabis and cannabis-tech markets.
Certain Regulatory Considerations and How We Adapt to Changing Regulatory
Landscape
SpringBig helps drive regulatory
compliance. The Company prides itself on being ahead of the curve when it comes to changes to regulations to both SMS and to the overall
cannabis landscape.
The TCPA prohibits autodialed
text messages, unless made with the prior express, written consent of the receiving party, to any telephone number assigned to a cell
phone. Additionally, mobile carriers act as gatekeepers between businesses and consumers. The Cellular Telecommunications Industry Association
(“CTIA”), a trade organization for mobile carriers (including SpringBig’s messaging distributors), periodically issues
industry best practice guidance which currently includes prohibiting messaging content that contains or promotes sex, hate, alcohol, firearms,
or tobacco (referred to as “SHAFT”), and interpretation of this guidance includes cannabis within the tobacco category. SpringBig’s
platform (including, in particular, its text message marketing) is designed to ensure compliance with TCPA, SHAFT guidelines, and other
applicable CTIA guidance. SpringBig proactively monitors and, as necessary, adapts its platform and services to comply with these guidelines
and standards. Further, as part of its proactive monitoring of mobile carriers’ guidelines, SpringBig endeavors to maintain close
relationships with our messaging distributors, and as such, have been made well aware of any carrier-implemented restrictions that may
impact the way cannabis retailers communicate with their consumers via SMS. These relationships have allowed us to continue servicing
our customers in a rapidly changing environment, with no disruption of service or restrictions from sending messages from major carriers.
SpringBig’s customers
can utilize the platform consent interface or other means to obtain the consumer’s consent that is required to receive messages,
and as an integral part of its services, SpringBig creates templates for its retail customers that are in compliance with SHAFT guidelines
to use in promotional messaging. The approved templates do not explicitly discuss or promote cannabis, but rather provide general information
about the retailer, the consumer’s reward status and can also incorporate a link that directs opted-in consumers to additional promotional
material created by the retail customers.
As a third-party provider of
a software platform, state cannabis regulatory marketing rules generally do not apply to SpringBig. The Company’s retail customers
are responsible for ensuring that their marketing materials comply with state law.
Additionally, SpringBig has instituted policies and procedures to verify
the licensing status of its clients and to conduct periodic screening to confirm the continuing licensing status of its clients. Further,
the Company monitors proposed and pending legislative changes on a state and federal level.
4
Our Competitive Strengths
We believe that we are a leading
provider of customer loyalty and marketing automation solutions to cannabis retailers and brands, and our key competitive strengths are
the following:
We are a leading direct-to-consumer
marketing and customer loyalty platform in the cannabis industry. We are one of the largest loyalty & marketing automation
providers in the cannabis space with over 47 million consumers enrolled in our platform, and over 775 clients with approximately 2,400
discrete retail locations. We started serving the cannabis market in 2016 and were a pioneer in providing SMS marketing solutions to cannabis
retailers. We partner with many of the leading multi-state-operators (“MSOs”), we believe that our differentiated suite of
solutions and deep understanding of customer needs will enable us to expand our leadership position as we grow into existing and new markets
and expand our offering.
We have a diverse geographic
footprint, with operations in all states that have legalized cannabis in some form. We believe that our broader geographic footprint,
scope of operations, and established position in the industry all support our efforts to be a first mover in future new markets and may
make it more difficult, time-intensive and costly for competitors to replicate.
We provide critical value
to our customers. Loyalty and messaging are critical for cannabis retailers and brands to directly engage, connect, and retain
their customer base. Our suite of solutions is designed to enable our customers to engage with their consumers in an efficient way, sustainably
driving customer retention, acquisition, spend and foot-traffic. On average, our clients can recover the cost of their monthly subscription
for the SpringBig platform within a few days of utilizing our offerings each month. In addition, we have successfully integrated with
many of the industry’s leading POS systems, which enables us to collect and analyze consumer data and feedback, providing our clients
with actionable insights for marketing purposes, and we have also completed our initial POS system integrations outside of the cannabis
industry.
Our Growth Strategies
Our goal is to become the leading
SaaS software platform to cannabis retailers and brands, providing data-driven loyalty, marketing and consumer buying experience solutions
throughout the U.S. and Canada and to expand into other regulated markets.
Our excellent reputation in the cannabis market and comprehensive solutions
offering provide us with the opportunity to expand our footprint and grow these accounts via up-selling and cross-selling. We grow alongside
our clients via a “flywheel” effect as we benefit from the growth of their businesses and expansion of their customer base,
which is, in turn, enabled by their use of our platform.
We also plan to grow our business
by expanding accounts with existing clients that may not have initially leveraged our platform for all their locations. Our clients realize
significant returns on investment and increased customer engagement, which has historically driven the success of our land and expand
strategy. In addition, we expect to further our penetration with existing clients as they enter new markets, as our platform will touch
more end-customers and gather more actionable data.
We plan to leverage and expand
our existing sales force and marketing strategy to acquire additional cannabis retailers as new clients. As existing markets in legalized
states expand and cannabis becomes more widely used, we believe our existing presence positions us to continue to gain market share. We
believe that the continued growth of the cannabis market and evolution of regulation, both in terms of legalizing recreational and medical
use cannabis (as described below) as well as regarding communications and advertisements, will drive further adoption of our platform.
As an increasing number of
states in the U.S. legalize medical cannabis use or transition from medical to recreational cannabis use, a significant growth opportunity
presents itself as the number of retailers, the consumer base and total spend all increase. We have historically been responsive as a
first mover into new medical and recreational adult-use markets as they become legal, which gives us a significant competitive advantage
to grow as state-by-state legalization evolves. We believe our deep understanding of the space coupled with our experienced sales force
will enable us to quickly enter and execute in new markets and capture new business, which we can sustain via our exceptional product
offerings.
During 2024, we also announced the launch of our messaging capabilities
into the gaming industry, offering SMS solutions to skilled gaming apps, casinos, sports betting platforms, horse tracks and betting advise
sites.
We intend to continue investing
in and develop our technology capabilities to offer our clients more advanced and comprehensive solutions. This will help enable us to
extend our platform beyond our core offering which presents significant upsell opportunities.
Approximately $5.7 billion
of GMV is currently processed by the retailers that are on our platform. Through our entrenched position with retailers delivering mission
critical messaging and loyalty solutions, we believe we are well-positioned to monetize a portion of this GMV through payments and reward
points. We plan to capture a portion of this spend through the SpringBig rewards wallet solution that our current clients utilize to manage
their rewards program and have recently introduced a gift card payment option. Additionally, with over 47 million consumers and integrations
with many of the leading POS providers, we have access to a wealth of data that drive our proprietary insights. While these integrations
assist in our ability to offer feedback to our customers, these commercial relationships do not represent a material amount of SpringBig’s
revenues, constitute a material amount of shared revenue, or constitute a material distribution source for SpringBig. However, we believe
there is a path to monetize this data and create new revenue opportunities.
5
Sales
Our sales team is primarily
based out of our Boca Raton, Florida headquarters with additional team members in our Canadian office in Toronto, Ontario and client services
support staff at both these locations and in Seattle, Washington to assist new and existing clients. As of December 31, 2025, of the 56
people we employed, 25 individuals focused exclusively on selling and client service. Our sales force is well versed in our offerings,
including consumer facing, retailer platform, and brand platform products.
As we continue to scale, we
expect to continue to recognize significant efficiencies with our sales effort. Currently, our primary focus revolves around converting
inbound leads, as cannabis retailers and brands look to join our platform upon beginning their operations. We also utilize state cannabis
regulators’ lists of licensees to internally generate client leads.
Marketing
Similar to our sales efforts,
we expect to continue to achieve marketing efficiency as we scale our business. We believe our platform’s scale and strong customer
loyalty market themselves, however we still intend to implement a variety of marketing efforts to attract additional retailers and brands
not yet on our platform. Marketing efforts include multiple strategies designed to attract and retain both retail and brands subscribers.
Technology
We invested significantly to
create a fully integrated technology stack that connects the three categories of participants in the cannabis ecosystem, namely the customers,
retailers, and brands. By partnering with other industry leaders through various data analytics, e-commerce and POS platforms, we help
to enhance engagement, analytics, and create a truly omni-channel experience for our clients and their customers.
Our suite of SaaS-based solutions
provides cutting-edge technologies, and we continue to be the database of record for over a thousand cannabis businesses, with customer
profiles being created first through our loyalty platform, and through integration of our platform with POS systems, where we can collect
crucial data points through POS transactions.
Revenue Concentration
We have a diversified client
base of approximately 775 clients with approximately 2,400 retail locations. No single client accounted for more than 20% of revenue for
the year ended December 31, 2025, and 15% of revenue for the year ended December 31, 2024. Our top 10 clients accounted for 44% and 41%
of total revenue over the same periods.
Research & Development
We conduct concerted product
development efforts focused on implementing new, value-add features to our platform, as well as developing new solutions that increase
functionality, data-driven actionable insights and enhance ease of use throughout the customer journey. We expect our research and development
expenses to remain consistent as a percentage of total revenue with increased growth continuing to support product enhancements.
Seasonality
We have not experienced a significant
impact on our results due to seasonality. However, our clients may experience seasonality in their businesses that, in turn, can impact
the revenue generated from them. Our business may become more seasonal in the future and historical patterns in our business may not be
a reliable indicator of future performance.
6
Competition
Our direct competitors for
various elements of our offerings and services include businesses both within and outside of the cannabis industry that are specifically
focused on marketing and customer engagement, commerce and POS solutions or SaaS software, as well as companies focused on technology
solutions focused on the cannabis industry.
We believe that the principal
competitive factors in our market include, the scale of our operations in all states that have legalized cannabis in some form and the
ability to be a first mover in future new markets, the ability to offer comprehensive services across customer relationship management
(“CRM”) and marketing software, the ability to support client promotions and the building of loyalty with end-consumers and
increase retention, the ability to collect and analyze consumer data and feedback (and providing clients with actionable insights for
marketing purposes), and effective communications and marketing to end-customers. We believe we compete favorably based on these factors.
For additional information
about the risks to our business related to competition, see the section captioned “Risk Factors - Risks Related to SpringBig’s
Business and Industry.
Intellectual Property
Our intellectual property and
proprietary rights are valuable assets that are important to our business. In our efforts to safeguard our copyrights, trade secrets,
trademarks and other intellectual property rights worldwide, we rely on a combination of federal, state, common law and international
rights in the jurisdictions in which we operate.
We have an ongoing trademark
and service mark registration program pursuant to which we register our brand names in the United States. As of December 31, 2025, we
have been issued trademark registrations in the United States, covering among other marks, “SpringBig.”
We also rely on non-disclosure
agreements, invention assignment agreements, intellectual property assignment agreements, or license agreements with employees, independent
contractors, consumers, software providers and other third parties, which protect and limit access to and use of our proprietary intellectual
property.
Though we rely, in part, upon
these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees, as well as the functionality
and frequent enhancements to our platform are larger contributors to our success in the marketplace.
Circumstances outside our control
could pose a threat to our intellectual property rights. For more information, see the section entitled “Risk Factors - Risks Related
to SpringBig’s Intellectual Property.”
Employees and Human Capital Resources
As of December 31, 2025,
we had 56 full-time employees, including employees focused on engineering, client success, corporate development, brands, digital message
and general and administrative and professional services. We also engage independent contractors to supplement our permanent workforce.
48 employees are located in the United States and 8 employees are located in Canada.
We consider our relations with
our employees to be good. None of our employees are represented by a labor union or covered by collective bargaining agreements, and we
have not experienced any work stoppages.
7
Corporate Information
We were originally formed on January 24, 2020,
under the name “Tuatara Capital Acquisition Corporation,” as a blank check company incorporated as a Cayman Islands exempted
company, incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. On June 13, 2022, in anticipation of the consummation of the previously announced
business combination among Tuatara, Merger Sub and Legacy SpringBig, Tuatara changed its jurisdiction of incorporation by deregistering
as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware
and it then changed its name to SpringBig Holdings, Inc.
Our principal executive office is located at 621
NW 53rd Street, Suite 340, Boca Raton, Florida 33487. Our telephone number is (800) 772-9172. Our website address is www.springbig.com.
Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is
an inactive textual reference only.
Item 1A. Risk Factors
Our business involves
a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this
Annual Report on Form 10-K, as well as the risks, uncertainties and other information set forth in the reports and other materials filed
or furnished by us with the SEC. We cannot assure you that any of the events discussed in the risk factors below will not occur. These
risks could have a material and adverse impact on our business, prospects, results of operations, financial condition and cash flows.
Risks Related to Our Business and Industry
We have a relatively
short operating history in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the
risk that we will not be successful. We may not be able to generate sufficient revenue to maintain profitability in the future.
We have a relatively short
operating history in a quickly evolving industry that may not develop as we anticipate, if at all. Both our relatively short operating
history and the pace of dramatic change in the cannabis industry, and the complex, multiple and sometimes conflicting regulatory regimes
applicable to it, makes it difficult to assess our future prospects, and you should evaluate our business in light of the risks and difficulties
we may encounter as the industry continues to evolve. While our revenue has stabilized in recent periods, this growth may not be sustainable
due to a number of factors, including the maturation of our business, increased competition and the eventual decline in the number of
new major geographic markets in which the sale of cannabis is permitted and to which we have not already expanded. We may not be able
to generate sufficient revenue to achieve and sustain profitability.
Additionally, we may incur
increased expenditures which may not result in additional revenue or the growth of our business. If we fail to continue to grow revenue