SpringBig Holdings, Inc. 8-K

What Happened

• SpringBig Holdings, Inc. reported that on April 28, 2026 it received a Notice of Default from its principal noteholders (Shalcor Management, Inc. and Lightbank II, L.P.) related to its 2024 Secured Term Notes and 2024 Secured Convertible Notes.
• On May 15, 2026 the same lead noteholders sent a Notice of Suspension of Rights, immediately suspending SpringBig’s voting and consensual rights over SpringBig Inc. (the operating subsidiary) and vesting those rights in Shalcor Management, Inc. as collateral/administrative agent. As a result, Jaret Christopher was removed as CEO and director of the operating subsidiary; Coley Brown was named interim CEO and Ivona Smith was appointed as a director.
• The noteholders have not accelerated repayment or demanded principal payment as of the filing, but SpringBig warned it has limited access to financial resources necessary to continue operations.

Key Details

• Default notice received: April 28, 2026; Suspension of rights sent: May 15, 2026.
• Noteholders: Shalcor Management, Inc. and Lightbank II, L.P.; collateral agent now Shalcor Management, Inc.
• Affected instruments: 2024 Secured Term Notes and 2024 Secured Convertible Notes.
• Management changes at operating subsidiary: Jaret Christopher removed; Coley Brown appointed interim CEO; Ivona Smith added as director.

Why It Matters

• Control and governance: Voting and consensual rights over the operating subsidiary are now held by the noteholder/agent, which materially changes who can make decisions for the business unit that runs SpringBig’s operations.
• Financial risk: The company is in default status under its notes; while the noteholders have not yet accelerated payment, they have the contractual rights to accelerate, foreclose on collateral, or pursue other remedies — increasing risk of further enforcement actions.
• Liquidity and operations: SpringBig states it has limited access to funds necessary to continue operations, which is a key investor concern for near-term viability and could affect financial results and future filings.
• What to watch: Investors should monitor subsequent SEC filings for any acceleration, foreclosure actions, restructuring, or additional management/Board changes.