Material Agreement, Asset Transaction (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On July 13, 2026, SpringBig Holdings, Inc. (the "Company") entered into a Reorganization Agreement (the "Reorganization Agreement") by and among the Company, SpringBig, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Shalcor Management Inc., in its capacity as collateral agent and administrative agent for the purchasers under the Company's Note Purchase Agreement dated January 22, 2024 (the "Agent"), Lightbank II, L.P., and LS Round II, LLC (the "Transferee").

Pursuant to the Reorganization Agreement, the Agent, acting on behalf of the secured lenders, elected to effect a transfer of the collateral securing the Company's obligations to its secured lenders under the Company's outstanding Senior Secured Convertible Promissory Note and Senior Secured Term Promissory Note (collectively, the "Notes") pursuant to Section 272(b) of the Delaware General Corporation Law (the "Reorganization Transaction"). The collateral transferred included all issued and outstanding equity interests in SpringBig, Inc., the subsidiary through which the Company conducted its business operations. As a result of the Reorganization Transaction, the Company has been fully released from all of its obligations under the Notes (approximately $12.5 million of principal and accrued interest) and with respect to the noteholders, and substantially all of the Company's assets are now owned and controlled by the Transferee.

Following the consummation of the Reorganization Transaction, the Company intends to pursue a strategic business combination. As described in Item 5.02 below, the Company has appointed a new Chief Executive Officer to lead the effort to identify and consummate a strategic transaction. If the Company is unable to consummate such a transaction, however, the Company will likely wind down its affairs and dissolve.

The foregoing description of the Reorganization Agreement and Reorganization Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of 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 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.