NOTE 1 – DESCRIPTION OF BUSINESS

SpringBig Holdings, Inc. and its wholly owned subsidiaries (the “Company,” “we,” “us,”, “our”, or “SpringBig”) developed a software platform that provides marketing and customer engagement services to retailers in regulated industries throughout the United States and Canada. The Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarters are in Boca Raton, Florida, with additional offices located in the United States and Canada. Until July 2026, the Company had one direct wholly owned subsidiary, SpringBig, Inc.

On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “TCAC”)), consummated the business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the business combination (the “Closing”), Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig continued the existing business operations of Legacy SpringBig as a publicly traded company.

Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Capital Market.

On September 1, 2023, the Board of Directors of SpringBig Holdings, Inc. determined that it would not be in the best interest of the Company or its shareholders to meet the continued listing requirements of the Nasdaq Capital Market, and the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) that it was withdrawing its appeal of the Nasdaq Listings Qualification staff’s delist determination dated March 7, 2023, for the Company’s failure to meet the market value of listed securities requirement in the Nasdaq Listing Rules.

The Company’s common stock was quoted for trading on the OTCQX® Best Market from September 6, 2023, to March 31, 2025, and is now quoted for trading on the OTCQB® Venture Market and its public warrants are quoted for trading on the OTC Pink Market under their current trading symbols “SBIG” and “SBIGW,” respectively. The Company remains a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Subsequent to June 30, 2026, the Company transferred its ownership interest in SpringBig, Inc. pursuant to the Reorganization Agreement, dated July 13, 2026 (the “Reorganization Agreement”), among the Company, SpringBig, Inc, Shalcor Management Inc., as collateral agent and administrative agent for the holders of the Company’s 2024 Secured Convertible Notes and 2024 Secured Term Notes (collectively, the “Notes”), Lightbank II, L.P. and LS Round II, LLC (the “Reorganization”). Following the Reorganization, the Company was released from all obligations under the Notes and with respect to the secured lenders. The Company remains a reporting company under the Exchange Act and is evaluating strategic alternatives.