SpringBig Holdings, Inc. 8-K

What Happened

• On July 13, 2026, SpringBig Holdings, Inc. entered into a Reorganization Agreement with Shalcor Management Inc. (as collateral and administrative agent) and transferees Lightbank II, L.P. and LS Round II, LLC.
• Under the agreement, the secured lenders elected to transfer the collateral securing the Company’s Senior Secured Convertible Promissory Note and Senior Secured Term Promissory Note (the “Notes”) pursuant to Section 272(b) of the Delaware General Corporation Law. The transferred collateral included all issued and outstanding equity interests in SpringBig, Inc., the Company’s operating subsidiary.
• As a result, the Company has been fully released from its obligations under the Notes (approximately $12.5 million of principal plus accrued interest), and substantially all of the Company’s assets are now owned and controlled by the transferee.

Key Details

• Date of agreement: July 13, 2026.
• Debt relieved: approximately $12.5 million of principal plus accrued interest under the Notes.
• Collateral transferred: all issued and outstanding equity interests in SpringBig, Inc. (the operating subsidiary).
• Post-transaction plan: the Company intends to pursue a strategic business combination; if unable to do so, it likely will wind down and dissolve.

Why It Matters

• The company no longer controls its operating subsidiary and has been released from material secured debt—this is a major change to SpringBig’s asset base and liabilities.
• For investors, the transaction shifts ownership and control of the business operations to the secured lenders/transferee; SpringBig Holdings may become a shell pursuing a strategic business combination or a wind-down if no transaction is completed.
• These are material corporate and financial developments that could significantly affect the company’s future prospects and the value of its securities. The Reorganization Agreement is filed as Exhibit 10.1 to the 8-K for full details.