SpringBig Holdings Changes Independent Auditor, Appoints VMCPA

What Happened

• SpringBig Holdings, Inc. announced on July 30, 2026 that its Audit Committee approved the immediate dismissal of WithumSmith+Brown, PC ("Withum") as the company's independent registered public accounting firm and appointed Victor Mokuolu, CPA PLLC ("VMCPA") as the new independent registered public accounting firm effective the same date.
• Withum’s audit reports on the consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 were not adverse or qualified, but included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern (accumulated deficit, working capital deficit and note payable maturities). The company previously disclosed material weaknesses in internal control (2024 10‑K) that management reported as remediated as of December 31, 2025 (2025 10‑K).
• The company reported no disagreements or reportable events with Withum for the covered periods and has requested that Withum provide a letter to the SEC stating whether it agrees with the 8‑K disclosure; if received, that letter will be filed as an exhibit. The company also disclosed that it did not consult VMCPA on accounting or audit matters during the two most recent fiscal years or the interim period through July 30, 2026.

Key Details

• Dismissal and appointment approved by Audit Committee on July 30, 2026; VMCPA effective July 30, 2026.
• Withum’s 2024 and 2025 audit reports: no adverse or qualified opinion, but included a going‑concern explanatory paragraph (see Note 2).
• Material weaknesses in internal control were disclosed in the 2024 10‑K and management reported remediation as of Dec 31, 2025 (per 2025 10‑K Item 9A).
• No disagreements or "reportable events" with Withum; no prior consultations with VMCPA on accounting/audit issues in the covered period.

Why It Matters

• A change in independent auditor is material because the auditor issues the audit opinion investors rely on. Investors should note the prior going‑concern explanatory paragraph in Withum’s reports and the company’s assertion that the previously disclosed internal control weaknesses were remediated as of Dec 31, 2025.
• The requested letter from Withum (if provided) and VMCPA’s future audit work and opinions for FY2026 will be important to monitor for confirmation of financial statement reliability and any changes in audit findings or disclosures.