{"url_path":"/sec/sbig/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1801602/0001213900-26-056127-index.html","accession_number":"0001213900-26-056127","cik":"0001801602","ticker":"SBIG","issuer_name":"SpringBig Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1801602/0001213900-26-056127-index.html","primary_entity_key":"0001801602","primary_entity_name":"SpringBig Holdings, Inc."},"word_count":597,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors**\n\n \n\nOur\nbusiness involves a high degree of risk. You should carefully consider the risks described under the caption “Risk Factors”\nin Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as the risks, uncertainties and other\ninformation set forth in this Item 1A and in the reports and other materials filed or furnished by us with the SEC when making investment\ndecisions regarding our securities. We cannot assure you that any of the events discussed therein will not occur. These risks could have\na material and adverse impact on our business, prospects, results of operations, financial condition, and cash flows.\n\n \n\n**Our obligations to\nthe holders of the Notes are secured by a security interest in substantially all of our assets, so if we default on those obligations,\nthe noteholders could foreclose on, liquidate and/or take possession of our assets and/or accelerate the payment of principal. We have\nreceived a notice of default related to the Notes. To date, the noteholders have not enforced these rights under the Notes. If they were\nto enforce, we could be forced to curtail, or even to cease, our operations.**\n\n \n\nOn January 23, 2024, the Company entered into that certain securities\npurchase agreement (the “Notes Purchase Agreement”), dated January 23, 2024, between the Company and Shalcor Management, Inc.\nand other Purchasers (the “Investors”), pursuant to which the Company agreed to sell a total of $5.4 million of 8% Senior\nSecured Convertible Notes due 2026. Simultaneously, SpringBig, Inc. entered into a guaranty agreement to guarantee the Company’s\nobligations under the 2024 Secured Convertible Notes and the Company and SpringBig, Inc. entered into a security agreement, pursuant to\nwhich the Investors were granted a security interest in all the assets of the Company and SpringBig, Inc. to secure repayment of amounts\ndue under the 2024 Secured Convertible Notes. On April 21, 2026, the Company received a Notice of Default, Reservation of Rights and Notice\nof Termination in relation to the Notes and related documents. The Notice constitutes a notice of default under Section 2.1(c) of each\nof the Notes. The Notice advises, and the Notes provide, that upon the occurrence of an event of default, the holders of the Notes may\nexercise a variety of remedies afforded to them under the Notes or by applicable law or equity, including without limitation, acceleration\nof the due date of the unpaid principal balance of the Notes and all accrued but unpaid interest thereon. Further, according to the Notes,\nthe holders of the Notes may, during an event of default and in accordance with applicable law, foreclose on the Company’s assets\nand its security interest in the Company’s property and exercise any other remedies provided therein. The holders of the Notes may:\n(i) accelerate or demand any payment of principal; (ii) foreclose on all or any part of any lien or security interest created by any of\nthe Note documents; or (iii) exercise any other right or remedy that may be available to them. As a result, if the Investors seek to enforce\ntheir rights under (i), (ii), or (iii), the Investors could foreclose on its security interests and liquidate or take possession of some\nor all of the assets of the Company, SpringBig, Inc. and its subsidiaries, which would harm our business, financial condition and results\nof operations and could require us to curtail, or even to cease our operations. The Company has no assurance that the holders of the Notes\nwill not seek to enforce their rights in the future."}