{"url_path":"/sec/sbig/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1801602/0001213900-26-078753-index.html","accession_number":"0001213900-26-078753","cik":"0001801602","ticker":"SBIG","issuer_name":"SpringBig Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1801602/0001213900-26-078753-index.html","primary_entity_key":"0001801602","primary_entity_name":"SpringBig Holdings, Inc."},"word_count":329,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn July 13, 2026, SpringBig Holdings, Inc. (the\n“Company”) entered into a Reorganization Agreement (the “Reorganization Agreement”) by and among the Company,\nSpringBig, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Shalcor Management Inc., in its capacity as collateral\nagent and administrative agent for the purchasers under the Company’s Note Purchase Agreement dated January 22, 2024 (the “Agent”),\nLightbank II, L.P., and LS Round II, LLC (the “Transferee”).\n\n \n\nPursuant to the Reorganization Agreement, the\nAgent, acting on behalf of the secured lenders, elected to effect a transfer of the collateral securing the Company’s obligations\nto its secured lenders under the Company’s outstanding Senior Secured Convertible Promissory Note and Senior Secured Term Promissory\nNote (collectively, the “Notes”) pursuant to Section 272(b) of the Delaware General Corporation Law (the “Reorganization\nTransaction”). The collateral transferred included all issued and outstanding equity interests in SpringBig, Inc., the subsidiary\nthrough which the Company conducted its business operations. As a result of the Reorganization Transaction, the Company has been fully\nreleased from all of its obligations under the Notes (approximately $12.5 million of principal and accrued interest) and with respect\nto the noteholders, and substantially all of the Company’s assets are now owned and controlled by the Transferee.\n\n \n\nFollowing the consummation of the Reorganization\nTransaction, the Company intends to pursue a strategic business combination. As described in Item 5.02 below, the Company has appointed\na new Chief Executive Officer to lead the effort to identify and consummate a strategic transaction. If the Company is unable to consummate\nsuch a transaction, however, the Company will likely wind down its affairs and dissolve.\n\n \n\nThe foregoing description of the Reorganization\nAgreement and Reorganization Transaction does not purport to be complete and is qualified in its entirety by reference to the full text\nof the Reorganization Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein\nby reference."}