---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-24-002086"
form_type: "8-K"
ticker: "SBIG"
cik: "0001801602"
company_name: "SpringBig Holdings, Inc."
filed_at: "2024-01-24T23:59:59+00:00"
generated_at: "2026-06-06T19:23:06.425451+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# SpringBig settles $11M convertible note for ~$2.9M; secures $8M new financing; targets 2024 Adj. EBITDA profit $3.5-5M

## Summary
- Agreed to pay $2,879,872 plus legal fees to retire $11M Senior Secured Convertible Note due 2024; issued 1M shares to holder L1 Capital.
- Closed $8M private placement: $6.4M 8% Convertible Note due 2026 ($0.15 conversion price) and $1.6M 12% Term Loan due 2026, net proceeds ~$4.6M.
- Insider purchasers (CEO $400K, CFO $31.25K, director $18.75K) participated on same terms.
- Preliminary FY2023 revenue $28-28.5M; Adj. EBITDA loss ~$(3.4M); December 2023 reached positive Adj. EBITDA month.
- FY2024 guidance: revenue $29.5-32.5M (~10% YoY growth at midpoint), Adj. EBITDA profit $3.5-5M; operating expenses expected ~25% lower vs 2023.

## SEC filing metadata
- accession: 0001628280-24-002086
- form_type: 8-K
- ticker: SBIG
- cik: 0001801602
- company_name: SpringBig Holdings, Inc.
- filed_at: 2024-01-24T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.02, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/wdq-20240116.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-24-002086
- JSON: https://secwatch.observer/filing/0001628280-24-002086.json
- Plain text: https://secwatch.observer/filing/0001628280-24-002086.txt

## Key facts
- Debt Financings
  SpringBig Holdings, Inc. entered an off-balance-sheet arrangement for debt of Issuance of 1,000,000 shares of Common Stock to settle obligations with L1 Capital Global Opportunities Master Fund.
  - Principal: Issuance of 1,000,000 shares of Common Stock to settle obligations
  - Counterparty: L1 Capital Global Opportunities Master Fund
  - Event: off balance sheet
  source text: In addition, in connection therewith, the Company issued 1,000,000 shares of Common Stock to the Holder, which did not involve any underwriters, underwriting discounts or commissions, or any public offering.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm
- Debt Financings
  SpringBig Holdings, Inc. incurred convertible notes of $6.4 million of 8% Senior Secured Convertible Promissory Notes due 2026 with purchasers party to the Purchase Agreement at 8% per annum maturing two years after the date of issuance (maturity in 2026).
  - Instrument: convertible notes
  - Principal: $6.4 million of 8% Senior Secured Convertible Promissory Notes due 2026
  - Counterparty: purchasers party to the Purchase Agreement
  - Rate: 8% per annum
  - Maturity: two years after the date of issuance (maturity in 2026)
  - Event: incurrence
  source text: On January 23, 2024 (the “Closing Date”), the Company entered into a note purchase agreement (the “Purchase Agreement”) to sell up to (i) a total of $6.4 million of 8% Senior Secured Convertible Promissory Notes due 2026 (the “Convertible Notes”) and (ii) a total of $1.6 million of 12% Senior Secured Term Promissory Notes due 2026 (the “Term Notes”) in a private placement with the purchasers party thereto (the “Purchasers”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm
- Debt Financings
  SpringBig Holdings, Inc. incurred term loan of $1.6 million of 12% Senior Secured Term Promissory Notes due 2026 with purchasers party to the Purchase Agreement at 12% per annum maturing two years after the date of issuance (maturity in 2026).
  - Instrument: term loan
  - Principal: $1.6 million of 12% Senior Secured Term Promissory Notes due 2026
  - Counterparty: purchasers party to the Purchase Agreement
  - Rate: 12% per annum
  - Maturity: two years after the date of issuance (maturity in 2026)
  - Event: incurrence
  source text: On January 23, 2024 (the “Closing Date”), the Company entered into a note purchase agreement (the “Purchase Agreement”) to sell up to (i) a total of $6.4 million of 8% Senior Secured Convertible Promissory Notes due 2026 (the “Convertible Notes”) and (ii) a total of $1.6 million of 12% Senior Secured Term Promissory Notes due 2026 (the “Term Notes”) in a private placement with the purchasers party thereto (the “Purchasers”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm
- Earnings Releases
  SpringBig Holdings, Inc. reported the year ending December 31, 2024 results: revenue $29.5 - $32.5 million. Guidance initiated.
  - Period: the year ending December 31, 2024
  - Revenue: $29.5 - $32.5 million
  - Guidance: initiated
  - Result: guidance update
  source text: For the year ending December 31, 2024, the Company expects revenue to be in the range $29.5 - $32.5 million, representing approximately 10% at the midpoint, and Adjusted EBITDA* profit in the range $3.5 - $5.0 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm
- Earnings Releases
  SpringBig Holdings, Inc. reported the year ended December 31, 2023 results: revenue $28.0 - $28.5 million. Guidance reaffirmed.
  - Period: the year ended December 31, 2023
  - Revenue: $28.0 - $28.5 million
  - Guidance: reaffirmed
  - Result: guidance update
  source text: For the year ended December 31, 2023, springbig currently expects revenue and Adjusted EBITDA* to be in line with guidance previously provided at the announcement of our third-quarter earnings, namely revenue in the range $28.0 - $28.5 million and Adjusted EBITDA* loss of approximately $(3.4) million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm
- Material Agreements
  SpringBig Holdings, Inc. entered into Debt Settlement Agreement with L1 Capital Global Opportunities Master Fund valued at $2,879,872 (effective 2024-01-16).
  - Action: entry
  - Agreement: settlement
  - Counterparty: L1 Capital Global Opportunities Master Fund
  - Value: $2,879,872
  - Effective: 2024-01-16
  source text: On January 16, 2024, the Company and L1 Capital Global Opportunities Master Fund, a Cayman Island business organization, which as of that date held the entire amount of the Existing Convertible Notes and the Existing Convertible Warrant (the “Holder”), entered into an agreement to settle the Existing Convertible Notes (the “Debt Settlement Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm
- Material Agreements
  SpringBig Holdings, Inc. entered into Purchase Agreement with Purchasers valued at a total of $6.4 million of Convertible Notes and a total of $1.6 million of Term Notes (effective 2024-01-23).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Purchasers
  - Value: a total of $6.4 million of Convertible Notes and a total of $1.6 million of Term Notes
  - Effective: 2024-01-23
  source text: On January 23, 2024 (the “Closing Date”), the Company entered into a note purchase agreement (the “Purchase Agreement”) to sell up to (i) a total of $6.4 million of 8% Senior Secured Convertible Promissory Notes due 2026 (the “Convertible Notes”) and (ii) a total of $1.6 million of 12% Senior Secured Term Promissory Notes due 2026 (the “Term Notes”) in a private placement with the purchasers party thereto (the “Purchasers”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm
- Material Agreements
  SpringBig Holdings, Inc. entered into Registration Rights Agreement with Purchasers (effective 2024-01-23).
  - Action: entry
  - Counterparty: Purchasers
  - Effective: 2024-01-23
  source text: In addition, on the Closing Date, the Company entered into the Registration Rights Agreement with the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company granted the Purchasers certain registration rights
  evidence_url: https://www.sec.gov/Archives/edgar/data/1801602/000162828024002086/0001628280-24-002086-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.