SpringBig Holdings Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR SPRINGBIG HOLDINGS, INC.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code (800) 772-9172 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: Title of each classCommon stock, $0.0001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one): Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closingprice of the shares of common stock on the OTCQB Venture Market on June 30, 2025, was $1.4million. As of March 9, 2026, there were 48,584,437 shares of common stock, $0.0001 par value issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the Third Annual Meeting of Stockholders following the effectiveness of theCertificate of Incorporation are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent statedherein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal yearended December31, 2025. SPRINGBIG HOLDINGS, INC.TABLE OF CONTENTS PageFrequently Used TermsiiNote About Forward-Looking StatementsivRisk Factor SummaryvPart IItem 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity36Item 2.Properties36Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities37Item 6.[Reserved]37Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7A.Quantitative and Qualitative Disclosures About Market Risk47Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure48Item 9A.Controls and Procedures48Item 9B.Other Information49Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections49Part IIIItem 10.Directors, Executive Officers, and Corporate Governance50Item 11.Executive Compensation50Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters50Item 13.Certain Relationships and Related Transactions, and Director Independen