0001801602-22-000034 | 10-Q | XBRL Viewer

ACCRUED EXPENSES AND OTHER LIABILITIES - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Software Development And Information Technology Related Costs \| Majority Shareholder
Related Party Transaction [Line Items]
Related party costs	$ 44	$ 80	$ 107	$ 261

- Definition

Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.2)
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

+ Details

ACCOUNTS RECEIVABLE - Summary (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Receivables [Abstract]

Accounts receivable

$ 4,463

$ 2,534

Unbilled receivables

715

806

Accounts receivable, gross

5,178

3,340

Less allowance for doubtful accounts

(451)

(295)

Accounts receivable, net

$ 4,727

$ 3,045

^[1]

[1]	Derived from audited consolidated financial statements

STOCKHOLDERS’ EQUITY - Narrative (Details)	Jun. 14, 2022 USD ($) day $ / shares shares	Sep. 30, 2022 $ / shares shares	Jun. 15, 2022 shares	Jun. 13, 2022 shares	Dec. 31, 2021 $ / shares shares	Sep. 30, 2021 shares
Class of Stock [Line Items]
Common stock, shares, issued (in shares)	25,290,270	26,211,914			17,862,108	17,773,607
Common stock, shares, outstanding (in shares)	25,290,270	26,211,914			17,862,108	17,773,607
Convertible amount of initial public offering \| $	$ 50,000,000
Percent of total convertible votes	63.00%
Conversation rate of preferred stock	1
Sponsor earnout shares (in shares)	1,000,000
Stock price trigger (in dollars per share) \| $ / shares	$ 12.00
Number of trading days \| day	20
Number of consecutive trading days \| day	30
Capital stock authorized (in shares)	350,000,000
Common stock, shares authorized (in shares)	300,000,000	300,000,000			22,764,527
Preferred stock, shares authorized (in shares)	50,000,000
Common stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001			$ 0.0001
Preferred stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001
Contingent And Earnout Shares, Scenario One
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares)	7,000,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares	$ 12.00
Contingent and earnout shares, stock price threshold, triggering event period \| day	20
Contingent and earnout shares, stock price threshold, trading days period \| day	30
Contingent and earnout shares, stock price threshold, contingency period	60 months
Contingent And Earnout Shares, Scenario Two
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares)	2,250,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares	$ 15.00
Contingent and earnout shares, stock price threshold, triggering event period \| day	20
Contingent and earnout shares, stock price threshold, trading days period \| day	30
Contingent and earnout shares, stock price threshold, contingency period	60 months
Contingent And Earnout Shares, Scenario Three
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares)	1,250,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares	$ 18.00
Contingent and earnout shares, stock price threshold, triggering event period \| day	20
Contingent and earnout shares, stock price threshold, trading days period \| day	30
Contingent and earnout shares, stock price threshold, contingency period	60 months
Private Placement Warrant
Class of Stock [Line Items]
Warrants outstanding (in shares)	6,000,000
TCAC shareholders
Class of Stock [Line Items]
Common stock, shares, issued (in shares)			5,752,388
Common stock, shares, outstanding (in shares)			5,752,388
TCAC non-redeeming shareholders
Class of Stock [Line Items]
Issue of common stock (in shares)	1,752,388
TCAC initial shareholders
Class of Stock [Line Items]
Issue of common stock (in shares)	4,000,000
Legacy SpringBig shareholders
Class of Stock [Line Items]
Common stock, shares, issued (in shares)	8,362,933
Common stock, shares, outstanding (in shares)	8,362,933
Issue of common stock (in shares)	18,196,526
PIPE Investors without convertible securities holdings
Class of Stock [Line Items]
Issue of common stock (in shares)	1,310,000
PIPE Investors holding convertible notes
Class of Stock [Line Items]
Issue of common stock (in shares)	31,356
Class A common stock \| Redeemable Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)	10,000,000			10,000,000

CONVERTIBLE NOTE RECEIVABLE (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Apr. 29, 2022

Dec. 31, 2021

^[1]

Receivables [Abstract]

Convertible note receivable

$ 256

$ 250

$ 0

Note receivable, interest rate

5.00%

[1]	Derived from audited consolidated financial statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Principles of Consolidation	The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation	The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Foreign Currency	Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “other comprehensive income” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see the Company's audited consolidated financial statements and accompanying notes included in the Company’s Registration Statement on Form S-1 filed with the SEC on July 22, 2022 and consolidated Financial Statements and Notes thereto included in Tuatara Capital Acquisition Corporation's Report on Form 10-K for the fiscal year ended December 31, 2021. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances.
Transaction Costs	Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 8, Business Combination, to these consolidated financial statements for further information.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with three commercial banks.
Effective Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted	Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2022. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740, including requirements related to the following: (1) hybrid tax regimes; (2) tax basis step-up in goodwill obtained in a transaction that is not a business combination; (3) separate financial statements of entities not subject to tax; (4) intra-period tax allocation exception to the incremental approach; (5) ownership changes in investments; (6) interim-period accounting for enacted changes in tax law; and (7) year-to-date loss limitation in interim-period tax accounting. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2022. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this update clarify certain interactions between the guidance to account for certain equity securities. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2022. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. Under ASU 2020-06, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. The convertible debt instruments will now be accounted for as a single liability measured at amortized cost. This results in the interest expense recognized for convertible debt instruments to be closer to the coupon interest rate. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating earnings per share. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2022. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities, which deferred the effective date of ASU 2016-02 to annual reporting periods beginning after December 15, 2021, with early adoption permitted. In July 2021, the FASB released Update No. 2021-05 Lessors—Certain Leases with Variable Lease Payments. The amendments in this update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. The amendments in this update amend Topic 842. The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, and interim periods within those fiscal years for public business entities and interim periods within fiscal years beginning after December 15, 2022, for all other entities. Management expects that the adoption of this standard will result in the recording of a significant right of use asset and lease liability. In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 to annual reporting periods beginning after December 15, 2022, with early adoption permitted. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations.
Fair Value Measurements	The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. .
Net Loss Per Share	Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options. Basic and diluted net loss per share was the same for each period presented, given that there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive.

DESCRIPTION OF BUSINESS (Details)		9 Months Ended
DESCRIPTION OF BUSINESS (Details)	Jun. 14, 2022 USD ($)	Sep. 30, 2022 USD ($) subsidiary	Sep. 30, 2021 USD ($)	Apr. 29, 2022 USD ($) $ / shares	Feb. 28, 2022
Business Acquisition [Line Items]
Number of subsidiaries \| subsidiary		1
Recapitalization exchange ratio	0.59289
Net proceeds from reverse recapitalization transaction	$ 18,789,000
Gross proceeds available at closing	25,135,000
Amount available after paying TCAC redeeming stockholders	8,771,000
Proceeds from PIPE Financing	6,100,000
Proceeds from convertible notes		$ 7,000,000	$ 0
Payment of cash and noncash expenses	8,604,000
Net cash after closing	10,185,000
CF Principal Investments LLC
Business Acquisition [Line Items]
Stock sale program, authorized amount				$ 50,000,000
Sale of stock, price per share (dollars per share) \| $ / shares				$ 0.0001
Convertible Notes Payable
Business Acquisition [Line Items]
Proceeds from convertible notes	$ 10,000,000
Convertible Notes Payable \| 15.00% Convertible Notes
Business Acquisition [Line Items]
Interest rate					15.00%

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Jun. 14, 2022	Dec. 31, 2021	Sep. 30, 2021
Statement of Financial Position [Abstract]
Common stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000	22,764,527
Common stock, shares, issued (in shares)	26,211,914	25,290,270	17,862,108	17,773,607
Common stock, shares, outstanding (in shares)	26,211,914	25,290,270	17,862,108	17,773,607

STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

At the Special Meeting, in connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which became effective upon the Closing.

The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to stock awards granted under the 2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan.

Prior to the closing of the merger, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. The Legacy Incentive Plan permitted the grant of incentive stock options, non-qualified stock options, restricted stock awards, and restricted stock unit awards to Legacy SpringBig and its affiliates’ employees, consultants and directors. SpringBig will not grant any additional awards under the Legacy Incentive Plan following the business combination.

During the nine months ended September 30, 2022 and 2021, compensation expense recorded in connection with the Legacy Incentive Plan was $1.1 million and $415,000 for the nine months ended September 30, 2022 and 2021, these are included in administrative expense on the statements of operations.

The following table summarizes information on stock options outstanding as of September 30, 2022 under the Legacy Incentive Plan:


	Options Outstanding			Options Vested and Exercisable
Fixed Options	Number of Options	Weighted Average Exercise Price (Per Share)		Number of Options	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price (Per Share)
Outstanding Balance, January 1, 2022	6,835,809	$	0.38	4,628,311	6.79	$	0.24
Options granted	—
Options exercised	(564,038)	$	0.55
Options forfeited	(61,460)	$	0.75
Options cancelled	(4,791)	$	0.75
Outstanding Balance, June 14, 2022	6,205,520
Conversion ratio	0.5929
SpringBig Holdings options	3,679,171
Options exercised	(44,451)	0.32
Options forfeited	(42,629)	1.11
Outstanding Balance, Sept. 30, 2022	3,592,091	$	0.58	3,423,488	6.47	$	0.55

The intrinsic value of the options exercised during the nine months ended September 30, 2022 and 2021 were $3.3 million and $13,000, respectively. As of September 30, 2022, the intrinsic value of the 3,423,488 options outstanding and exercisable was $1.3 million. As of September 30, 2022, the total compensation cost related to non-vested awards not yet recognized was $169,000 with a weighted-average period of 1.75 years over which it is expected to be recognized.

With the consummation of the business combination, all outstanding options were vested with the exception of 192,689 options granted to certain executives of the Company. The cost associated with the early vesting was $924,000 and is included in administrative expense on the statement of operations.

During the nine months ended September 30, 2022 and 2021, the Company used the Black-Scholes option-pricing model to value option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimations. The Company based its expected volatility based on the volatilities of certain publicly traded peer companies.

The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life. The expected term of options granted was determined based on the expected holding period at the time of the grant. GAAP also requires that the Company recognize compensation expense for only the portion of options that are expected to vest. Therefore, the Company has estimated expected forfeitures of stock options. In developing a forfeiture rate estimate, the Company considered its historical experience. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods.

On July 7, 2022, the Company issued 761,500 Restricted Stock Units to its employees, which were awarded when the price per share was $1.97. For the nine months ended September 30, 2022, the Company recognized $124,000 of compensation expense related to the Restricted Stock Units. The Restricted Stock Units will vest over a 3 year period. As of September 30, 2022, the total compensation cost related to non-vested awards not yet recognized was $1.4 million with a weighted-average period of 2.75 years over which it is expected to be recognized.

STOCKHOLDERS’ EQUITY (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of Stock Issued and Outstanding

With the consummation of the business combination, Legacy SpringBig issued and outstanding shares were converted into shares of SpringBig common stock as follows:


	Legacy SpringBig	Conversion Rate	SpringBig
Series B Preferred	4,585,202	0.59289	2,718,522
Series A Preferred	5,088,944	0.59289	3,017,184
Series Seed Preferred	6,911,715	0.59289	4,097,887
Common Stock	14,105,371	0.59289	8,362,933
	30,691,232		18,196,526

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Accrued wages, commission and bonus	$	1,043	$	805
Accrued expenses	299		862
Deferred financial advisory fees	1,000		—
Other liabilities	176		55


	$	2,518	$	1,722

SENIOR SECURED CONVERTIBLE NOTES (Details) - USD ($)

3 Months Ended

9 Months Ended

Jun. 14, 2022

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

^[1]

Debt Instrument [Line Items]

Proceeds from convertible notes

$ 7,000,000

$ 0

Notes payable

$ 5,000,000

5,000,000

$ 0

Interest expense

320,000

$ 5,000

632,000

$ 6,000

Secured Convertible Notes [Member]

Debt Instrument [Line Items]

Conversion price per share (in shares)

$ 12.00

Volume-weighted average price

93.00%

Warrants outstanding (in shares)

586,890

Convertible Notes Payable

Debt Instrument [Line Items]

Proceeds from convertible notes

$ 10,000,000

Senior Secured Original Issue Discount Convertible Note | Convertible Notes Payable

Debt Instrument [Line Items]

Carrying value

11,000,000

Notes payable

$ 10,000,000

Tranche One | Convertible Notes Payable

Debt Instrument [Line Items]

Aggregate principal amount

11,000,000

Discount issued on convertible notes

$ 1,000,000

Interest rate

6.00%

Interest payment grace period

6 months

[1]	Derived from audited consolidated financial statements

15% CONVERTIBLE PROMISSORY NOTES	9 Months Ended
15% CONVERTIBLE PROMISSORY NOTES	Sep. 30, 2022
Debt Disclosure [Abstract]
15% CONVERTIBLE PROMISSORY NOTES	CONVERTIBLE PROMISSORY NOTES In February 2022, the Company issued $7.0 million in aggregate principal amount of convertible promissory notes due September 30, 2022 (the “Convertible Notes”). The Convertible Notes accrued interest at the rate of 15% per annum on the principal amount of the Convertible Notes, due and payable at the maturity date of September 30, 2022 (the “Maturity Date”), if not converted prior to the maturity date. Under the terms of such notes, the conversion of the Convertible Notes could be triggered by the closing of the business combination between Tuatara and Legacy SpringBig, the occurrence of the stated maturity date, or in connection with certain equity issuances. The Convertible Notes contained customary events of default such as failures to observe or perform any covenants, obligation, condition or agreement contained in the Convertible Notes and commencement of bankruptcy. In connection with the consummation of the business combination, the Convertible Notes and outstanding accrued interest converted in full into 730,493 shares of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which, along with equal principal payments through June 2024, are due in cash in arrears beginning six months after the notes’ issuance. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) was also issued in a private placement with the purchaser party thereto. The Convertible Warrant is exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share, subject to certain anti-dilution adjustments. The Note is currently convertible at the option of the holder at an initial conversion share price of $12.00 per share. The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig. The Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries); issue additional equity (outside of the equity facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Notes also contains customary events of default. The Company determined that the Secured Convertible Notes meet the variable share obligations requirements under ASC 480, Distinguishing Liabilities From Equity, and as a result is classified as a liability measured at amortized carrying value. At September 30, 2022, the outstanding principal of the Secured Convertible Notes was $11.0 million with a carrying value of $10.0 million. The Company recorded $320,000 and $632,000 of interest expense for the three and nine months ended September 30, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (8,535)	$ (3,230)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	191	62
Discount amortization on convertible note	146	0
Stock-based compensation expense	1,226	415
Forgiveness of PPP Loan	0	(781)
Bad debt expense	280	90
Accrued interest on convertible notes	27	0
Changes in operating assets and liabilities:
Accounts receivable	(1,990)	(643)
Prepaid expenses and other current assets	(1,499)	(556)
Contract assets	16	(48)
Accounts payable and other liabilities	1,630	707
Contract liabilities	(120)	98
Net cash used in operating activities	(12,318)	(3,886)
Cash flows from investing activities:
Business combination, net of cash acquired	0	(42)
Purchase of convertible note	(256)	0
Purchases of property and equipment	(143)	(429)
Net cash used in investing activities	(399)	(471)
Cash flows from financing activities:
Business combination, net of issuing cost	10,185	0
Proceeds from convertible notes	7,000	0
Proceeds from exercise of stock options	112	0
Net cash provided by financing activities	17,297	0
Net increase (decrease) in cash and cash equivalents	4,580	(4,357)
Cash and cash equivalents at beginning of period	2,227	10,447
Cash and cash equivalents at end of period	6,807	6,090
Supplemental disclosure of non-cash financing activities
Conversion of convertible note and outstanding interest into common stock	7,305	0
Warrant assumed in business combination at estimate fair value	4,496	0
Shares subject to warrants stock conversion
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value	$ (3,691)	$ 0

BUSINESS COMBINATION

9 Months Ended

Sep. 30, 2022

Reverse Recapitalization Business Combination And Asset Acquisition [Abstract]

BUSINESS COMBINATION

Reverse Merger

The business combination between Tuatara and Legacy SpringBig was consummated on June 14, 2022. Holders of an aggregate of 19,123,806 Class A ordinary shares of Tuatara sold in its initial public offering exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Tuatara’s IPO, which was approximately $10.01 per share, or $191,437,817 in the aggregate. The holders that did not elect to have their shares redeemed, received, following the domestication, additional shares of common stock which amounted to 876,194 shares of common stock, resulting in total shares of 1,752,388.

Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, in addition to the $7.0 million Convertible Notes which were issued in February 2022 and were converted into common stock at the Closing, see Note 9, 15% Convertible Promissory Notes, to these consolidated financial statements for further information. Of the amounts received, approximately $8.8 million represents remaining funds for unredeemed shares from the TCAC trust; $6.1 million from PIPE Financing proceeds and $10.0 million from the Secured Convertible Note.

On April 29, 2022, the Company entered into the Stock Purchase Agreement with Cantor, which was subsequently amended on July 20, 2022. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. In connection with the Facility, the Company incurred a $1.5 million commitment fee which it settled in exchange for 877,193 shares of common stock.

The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands):


Amount available after paying TCAC redeeming stockholders	$	8,771
Proceeds from convertible notes	10,000
Proceeds from PIPE Financing	6,100
TCAC operating account	264
Gross proceeds available at closing	25,135
Expenses paid at closing	(6,346)
Net cash to Legacy SpringBig at closing	$	18,789
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig)	(8,604)
Net cash after closing	$	10,185

The following table provides a reconciliation of the common shares related to the business combination transaction:


TCAC non-redeeming shareholders						1,752,388
PIPE Investors						1,341,356
TCAC sponsor shareholders						4,000,000
Legacy SpringBig shareholders						18,196,526
Issued and outstanding						25,290,270

Of the 1,341,356 shares of common stock shown above, 730,493 shares were issued to holders of the Convertible Note (which was converted at Closing), representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. See Note 9, 15% Convertible Promissory Note, to these consolidated financial statements for further information.

Acquisition of Beaches Development Group Ltd

In January 2021, Legacy SpringBig formed Medici Canada LLC, an indirect wholly owned subsidiary of the Company, to acquire all the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement.

The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 107,296 shares of the Company’s common stock, par value $0.0001 per share (180,972 converted at a conversion rate of 0.59289 into SpringBig Holdings, Inc. shares), valued at $135,000 plus cash consideration of $155,000.

The purchase price allocation is as follows (in thousands):


Fair value of shares	$	135
Less: Post combination cost - restricted shares	(85)
Fair value of net shares	50
Cash consideration	132
Indemnity holdback	23
Fair value of purchase consideration	$	205

Assets assumed	$	9
Goodwill	—
Intangibles (Software)	196
Fair value of assets	$	205

Of the 107,296 shares, 39,762 shares with a value of approximately $50,000 were issued to the sellers at the closing of the transaction. Two of the sellers signed employment contracts with Beaches Development Group LTD; 67,535 shares were allocated to them as purchase consideration with a value of $85,000 and were unvested as of the closing date of the acquisition (the “acquisition date”). Such unvested shares were scheduled to vest, over a two-year period, with 50% in the first year 1 and the remaining 50% in the second year following the acquisition date. As a result, the shares were treated as post-combination expense and were restricted at the time of issuance. All unvested shares were subsequently vested with the consummation of the business combination on June 14, 2022.

Approximately $23,000 of the cash price was initially withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity to be released to the seller’s representative. The indemnity holdback was paid to the seller during the nine months ended September 30, 2022.

Medici Canada LLC assumed cash totaling $9,000; this was the only tangible asset assumed at purchase, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheet as of September 30, 2022 and December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software.

Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $16,000 and $49,000, respectively, for the three and nine months ended September 30, 2022, which is included in general and administrative expenses in the consolidated statement of operation. The aggregate remaining amortization expense is approximately $87,000.

BUSINESS COMBINATION

Reverse Merger

The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands):


Amount available after paying TCAC redeeming stockholders	$	8,771
Proceeds from convertible notes	10,000
Proceeds from PIPE Financing	6,100
TCAC operating account	264
Gross proceeds available at closing	25,135
Expenses paid at closing	(6,346)
Net cash to Legacy SpringBig at closing	$	18,789
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig)	(8,604)
Net cash after closing	$	10,185

The following table provides a reconciliation of the common shares related to the business combination transaction:


TCAC non-redeeming shareholders						1,752,388
PIPE Investors						1,341,356
TCAC sponsor shareholders						4,000,000
Legacy SpringBig shareholders						18,196,526
Issued and outstanding						25,290,270

Acquisition of Beaches Development Group Ltd

The purchase price allocation is as follows (in thousands):


Fair value of shares	$	135
Less: Post combination cost - restricted shares	(85)
Fair value of net shares	50
Cash consideration	132
Indemnity holdback	23
Fair value of purchase consideration	$	205

Assets assumed	$	9
Goodwill	—
Intangibles (Software)	196
Fair value of assets	$	205

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s valuation allowance against its deferred tax assets. For the three and nine months ended September 30, 2022, the Company recorded an immaterial provision for income taxes.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Sep. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Prepaid insurance	$	1,368	$	15
Other prepaid expenses	968		828
Deposits	89		84

	$	2,425	$	927

ACCRUED EXPENSES AND OTHER LIABILITIES - Summary (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued wages, commission and bonus

$ 1,043

$ 805

Accrued expenses

299

862

Deferred financial advisory fees

1,000

Other liabilities

176

Accrued expense and other current liabilities

$ 2,518

$ 1,722

^[1]

[1]	Derived from audited consolidated financial statements

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19(a))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

+ Details

NET LOSS PER SHARE - Anti-Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Shares unvested and subject to exercise of stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	168,603	4,154,898
Shares subject to outstanding common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	3,423,488	2,515,944
Shares subject to convertible notes stock conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	916,667	0
Shares subject to warrants stock conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	16,586,980	0
Shares subject to contingent earn out
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	10,500,000	0
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	761,500	0

NET LOSS PER SHARE - Narrative (Details) - shares	Sep. 30, 2022	Jun. 14, 2022	Dec. 31, 2021	Sep. 30, 2021
Earnings Per Share [Abstract]
Common stock, shares, issued (in shares)	26,211,914	25,290,270	17,862,108	17,773,607
Common stock, shares, outstanding (in shares)	26,211,914	25,290,270	17,862,108	17,773,607

FAIR VALUE MEASUREMENTS - Schedule Of Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

^[1]

Liabilities:

Derivative liability, noncurrent

$ 805

$ 0

Total Fair Value

805

Public warrants

Liabilities:

Derivative liability, noncurrent

805

Level 1

Liabilities:

Total Fair Value

805

Level 1 | Public warrants

Liabilities:

Derivative liability, noncurrent

805

Level 2

Liabilities:

Total Fair Value

Level 2 | Public warrants

Liabilities:

Derivative liability, noncurrent

Level 3

Liabilities:

Total Fair Value

Level 3 | Public warrants

Liabilities:

Derivative liability, noncurrent

$ 0

[1]	Derived from audited consolidated financial statements

BUSINESS COMBINATION - Schedule Of Proceeds From Reverse Recapitalization (Details) - USD ($) $ in Thousands		9 Months Ended
	Jun. 14, 2022	Sep. 30, 2022	Sep. 30, 2021
Schedule Of Reverse Recapitalization [Line Items]
Amount available after paying TCAC redeeming stockholders	$ 8,771
Proceeds from convertible notes		$ 7,000	$ 0
Proceeds from PIPE Financing	6,100
TCAC operating account	264
Gross proceeds available at closing	25,135
Expenses paid at closing	(6,346)
Net cash to Legacy SpringBig at closing	18,789
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig)	(8,604)
Net cash after closing	10,185
Convertible Notes Payable
Schedule Of Reverse Recapitalization [Line Items]
Proceeds from convertible notes	$ 10,000

BUSINESS COMBINATION - Schedule Of Share Transactions In Reverse Recapitalization (Details) - shares	Jun. 14, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares, issued (in shares)	25,290,270	26,211,914	17,862,108	17,773,607
Common stock, shares, outstanding (in shares)	25,290,270	26,211,914	17,862,108	17,773,607
TCAC non-redeeming shareholders
Schedule Of Reverse Recapitalization [Line Items]
Issue of common stock (in shares)	1,752,388
PIPE Investors
Schedule Of Reverse Recapitalization [Line Items]
Issue of common stock (in shares)	1,341,356
TCAC sponsor shareholders
Schedule Of Reverse Recapitalization [Line Items]
Issue of common stock (in shares)	4,000,000
Legacy SpringBig shareholders
Schedule Of Reverse Recapitalization [Line Items]
Issue of common stock (in shares)	18,196,526
Common stock, shares, issued (in shares)	8,362,933
Common stock, shares, outstanding (in shares)	8,362,933

REVENUE RECOGNITION - Narrative (Details) - Geographic Concentration Risk - United States			3 Months Ended		9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue from Contract with Customer Benchmark
Disaggregation of Revenue [Line Items]
Concentration risk, percentage			98.00%	99.00%	98.00%	99.00%
Long-Lived Assets
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	76.00%	71.00%

CONTRACT ASSETS AND LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable

Contract assets consisted of the following as of (in thousands):


	September 30,		December 31,
	2022		2021


Deferred sales commissions	$	348	$	364

Contract liabilities consisted of the following as of (in thousands):


	September 30,		December 31,
	2022		2021

Deferred retail revenues	$	310	$	332
Deferred brands revenues	20		118
Contract liabilities	$	330	$	450

The movement in the contract liabilities during the nine months ended September 30, 2022 and the year ended December 31, 2021, comprised the following (in thousands):


	September 30,		December 31,
	2022		2021
The movement in the contract liabilities during each period comprised the following:

Contract liabilities at start of the period	$	450	$	560
Amounts invoiced during the period	13,627		13,512
Less revenue recognized during the period	(13,747)		(13,622)

Contract liabilities at end of the period	$	330	$	450

CONTRACT ASSETS AND LIABILITIES - Movement in Contract Liabilities (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Mar. 31, 2022

Sep. 30, 2022

The movement in the contract liabilities during each period comprised the following:

Contract liabilities at start of the period

^[1]

$ 450

Amounts invoiced during the period

13,512

13,627

Less revenue recognized during the period

$ (13,622)

(13,747)

Contract liabilities at end of the period

$ 330

[1]	Derived from audited consolidated financial statements

PREPAID EXPENSES AND OTHER CURRENT ASSETS - Summary (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid insurance

$ 1,368

$ 15

Other prepaid expenses

968

828

Deposits

Total prepaid expenses and other current assets

$ 2,425

$ 927

^[1]

[1]	Derived from audited consolidated financial statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Product Information [Line Items]

Accumulated deficit

$ 21,760

$ 13,225

^[1]

$ 21,760

Net cash used in operating activities

12,318

$ 3,886

Working capital

10,200

Cash and cash equivalents

6,806

$ 2,227

^[1]

6,806

Cash in excess of insured limits

$ 6,000

One Customer | United States | Revenue from Contract with Customer Benchmark | Customer Concentration Risk

Product Information [Line Items]

Concentration risk, percentage

10.00%

15.00%

11.00%

One Customer | United States | Accounts Receivable | Customer Concentration Risk

Product Information [Line Items]

Concentration risk, percentage

11.00%

28.00%

[1]	Derived from audited consolidated financial statements

BENEFIT PLAN (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
BENEFIT PLAN (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Postemployment Benefits [Abstract]
Company matching contributions	$ 160	$ 64	$ 345	$ 97

STOCK BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Jul. 07, 2022	Jun. 14, 2022	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)			1,525,175
Percentage of amount of shares of common stock			5.00%
Share-based compensation expense			$ 1,100	$ 415
Intrinsic value of options exercised			$ 3,300	$ 13
Options vested and exercisable (in shares)			3,423,488
Options outstanding and exercisable, intrinsic value			$ 1,300
Cost not yet recognized			169
Unvested options (in shares)		192,689
Cost associated with the early vesting		$ 924
Share price (in dollars per share)	$ 1.97
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense			$ 124
Recognition period			2 years 9 months
Instruments issued (in shares)	761,500
Cost not yet recognized			$ 1,400
Award vesting period	3 years
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognition period			1 year 9 months

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

Given the consummation of the business combination, ASC 805, Business Combination states that the equity structure for the prior period of Legacy SpringBig (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the accounting acquiree issued in the business combination.

As of September 30, 2022 and 2021, there were 26,211,914 and 17,773,607 shares of common stock issued and outstanding, respectively.

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options. Basic and diluted net loss per share was the same for each period presented, given that there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive.

The following table reconciles actual basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands, except share and per share data).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Loss per share:
Numerator:
Net loss	$	(3,059)	$	(658)	$	(8,535)	$	(3,230)
Denominator
Weighted-average common shares outstanding
Basic and diluted	25,629,910		17,771,134		20,928,363		17,757,363

Net loss per common share
Basic and diluted	$	(0.12)	$	(0.04)	$	(0.41)	$	(0.18)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended September 30, 2022 and 2021 were as follows:


	Nine Months Ended September 30, 2022
	2022	2021
Shares unvested and subject to exercise of stock options	168,603	4,154,898
Shares subject to outstanding common stock options	3,423,488	2,515,944
Shares subject to convertible notes stock conversion	916,667	—
Shares subject to warrants stock conversion	16,586,980	—
Shares subject to contingent earn out	10,500,000	—
Restricted stock units	761,500	—

ACCOUNTS RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Accounts receivable	$	4,463	$	2,534
Unbilled receivables	715		806
Total Receivables	5,178		3,340
Less allowance for doubtful accounts	(451)		(295)
Accounts receivable, net	$	4,727	$	3,045

STOCKHOLDERS’ EQUITY - Conversions of Stock (Details)	Sep. 30, 2022 shares	Jun. 14, 2022 shares	Dec. 31, 2021 shares	Sep. 30, 2021 shares
Class of Stock [Line Items]
Common stock, shares, issued (in shares)	26,211,914	25,290,270	17,862,108	17,773,607
Common stock, shares, outstanding (in shares)	26,211,914	25,290,270	17,862,108	17,773,607
Recapitalization exchange ratio		0.59289
SpringBig
Class of Stock [Line Items]
Common stock, shares, issued (in shares)		8,362,933
Common stock, shares, outstanding (in shares)		8,362,933
Common and referred stock, issued (in shares)		18,196,526
Common and referred stock, outstanding (in shares)		18,196,526
Series B Preferred
Class of Stock [Line Items]
Recapitalization exchange ratio		0.59289
Series B Preferred \| SpringBig
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)		2,718,522
Preferred stock, shares outstanding (in shares)		2,718,522
Series A Preferred
Class of Stock [Line Items]
Recapitalization exchange ratio		0.59289
Series A Preferred \| SpringBig
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)		3,017,184
Preferred stock, shares outstanding (in shares)		3,017,184
Series Seed Preferred
Class of Stock [Line Items]
Recapitalization exchange ratio		0.59289
Series Seed Preferred \| SpringBig
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)		4,097,887
Preferred stock, shares outstanding (in shares)		4,097,887
SpringBig
Class of Stock [Line Items]
Common stock, shares, issued (in shares)		14,105,371
Common stock, shares, outstanding (in shares)		14,105,371
Common and referred stock, issued (in shares)		30,691,232
Common and referred stock, outstanding (in shares)		30,691,232
SpringBig \| Series B Preferred
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)		4,585,202
Preferred stock, shares outstanding (in shares)		4,585,202
SpringBig \| Series A Preferred
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)		5,088,944
SpringBig \| Series Seed Preferred
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)		6,911,715

CONTRACT ASSETS AND LIABILITIES

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

CONTRACT ASSETS AND LIABILITIES

REVENUE RECOGNITION

The following table represents our revenues disaggregated by type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue

Brand revenue	$	267	$	166	$	704	$	450
Retail revenue	7,189		5,955		19,700		16,578
Total Revenue	$	7,456	$	6,121	$	20,404	$	17,028

Geographic Information

Revenue by geographical region consist of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Brand revenue
United States	266		166		703		450
Canada	1		—		1		—
Retail revenue
United States	7,013		5,870		19,125		16,482
Canada	176		85		575		96
	$	7,456	$	6,121	$	20,404	$	17,028

Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 98% of total revenue for the three and nine months ended September 30, 2022 and 99% for the three and nine months ended September 30, 2021, respectively.

As of September 30, 2022 and December 31, 2021, approximately 76% and 71% of our long-lived assets were attributable to operations in the United States, respectively. The remaining assets are located in Canada.

CONTRACT ASSETS AND LIABILITIES

Contract assets consisted of the following as of (in thousands):


	September 30,		December 31,
	2022		2021


Deferred sales commissions	$	348	$	364

Contract liabilities consisted of the following as of (in thousands):


	September 30,		December 31,
	2022		2021

Deferred retail revenues	$	310	$	332
Deferred brands revenues	20		118
Contract liabilities	$	330	$	450

The movement in the contract liabilities during the nine months ended September 30, 2022 and the year ended December 31, 2021, comprised the following (in thousands):


	September 30,		December 31,
	2022		2021
The movement in the contract liabilities during each period comprised the following:

Contract liabilities at start of the period	$	450	$	560
Amounts invoiced during the period	13,627		13,512
Less revenue recognized during the period	(13,747)		(13,622)

Contract liabilities at end of the period	$	330	$	450

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):


	September 30,		December 31,
	2022		2021
Computer equipment	$	322	$	225
Furniture & Fixtures	15		—
Data warehouse	286		256
Software	196		196
Total Cost	819		677
Less accumulated depreciation and amortization	(385)		(197)
Property and Equipment	$	434	$	480

The useful life of computer equipment, software, and the data warehouse is 3 years. Furniture and fixtures are depreciated over 5 years.

Depreciation and amortization expense for the three months ended September 30, 2022 and 2021 was $67,000 and $50,000, respectively, and $191,000 and $62,000 for the nine months ended September 30, 2022 and 2021, respectively.

The amounts are included in general and administrative expenses in the consolidated statements of operations.

BUSINESS COMBINATION (Tables)

9 Months Ended

Sep. 30, 2022

Reverse Recapitalization Business Combination And Asset Acquisition [Abstract]

Schedule of Reverse Recapitalization

The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands):


Amount available after paying TCAC redeeming stockholders	$	8,771
Proceeds from convertible notes	10,000
Proceeds from PIPE Financing	6,100
TCAC operating account	264
Gross proceeds available at closing	25,135
Expenses paid at closing	(6,346)
Net cash to Legacy SpringBig at closing	$	18,789
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig)	(8,604)
Net cash after closing	$	10,185

The following table provides a reconciliation of the common shares related to the business combination transaction:


TCAC non-redeeming shareholders						1,752,388
PIPE Investors						1,341,356
TCAC sponsor shareholders						4,000,000
Legacy SpringBig shareholders						18,196,526
Issued and outstanding						25,290,270

Schedule of Purchase Price Allocation

The purchase price allocation is as follows (in thousands):


Fair value of shares	$	135
Less: Post combination cost - restricted shares	(85)
Fair value of net shares	50
Cash consideration	132
Indemnity holdback	23
Fair value of purchase consideration	$	205

Assets assumed	$	9
Goodwill	—
Intangibles (Software)	196
Fair value of assets	$	205

STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

STOCKHOLDERS’ EQUITY

The Consolidated Statements of Changes in Stockholders' Equity reflect the reverse recapitalization on June 14, 2022, as discussed in Note 8, Business Combination, to these consolidated financial statements. Because the Company was determined to be the accounting acquirer in the transaction, all periods presented prior to consummation of the transaction reflect the historical activity and balances of Legacy SpringBig, Inc. (other than common stock and potentially issuable shares underlying stock options which have been retroactively restated).

Immediately after giving effect to the business combination, the following equity securities of the SpringBig, were issued and outstanding: (i) 5,752,388 shares of SpringBig, common stock issued to the holders of Tuatara Class A ordinary shares and Tuatara Class B ordinary shares that automatically convert into Tuatara Class A ordinary shares upon the occurrence of the business combination in accordance with Tuatara’s amended and restated memorandum and articles of association as consideration in the business combination (comprised of 1,752,388 Class A ordinary shares after giving effect to the redemptions and the issuance of shares to public shareholders who did not elect to redeem their public shares and 4,000,000 Class B ordinary shares that converted into common stock), (ii) 18,196,526 shares of SpringBig common stock issued to the stockholders of SpringBig as consideration in the business combination, (iii) 10,000,000 warrants to purchase shares of SpringBig common stock issued to holders of the Public Shares upon conversion of warrants to purchase Tuatara Class A ordinary shares in connection with the business combination (each, a “New SpringBig Public Warrant”), (iv) 6,000,000 warrants to purchase shares of SpringBig common stock issued to Sponsor upon conversion of warrants to purchase Tuatara Class A Common Stock, and (v) 1,310,000 shares of SpringBig common stock issued to private investors (the “PIPE Investors”) in the PIPE Financing, plus 31,356 shares paid to certain PIPE Investors pursuant to the Convertible Notes.

Prior to the consummation of the business combination, the capital stock of Legacy SpringBig consisted of Series A, B and Seed preferred stock which was automatically convertible into common stock at the earlier of a $50.0 million initial public offering or vote of 63% of majority of preferred stockholders. The conversation rate of all preferred stock was at a one to one ratio to common stock. The preferred shares of stock were converted to SpringBig common stock at the Closing Date.

With the consummation of the business combination, Legacy SpringBig issued and outstanding shares were converted into shares of SpringBig common stock as follows:


	Legacy SpringBig	Conversion Rate	SpringBig
Series B Preferred	4,585,202	0.59289	2,718,522
Series A Preferred	5,088,944	0.59289	3,017,184
Series Seed Preferred	6,911,715	0.59289	4,097,887
Common Stock	14,105,371	0.59289	8,362,933
	30,691,232		18,196,526

Sponsor Escrow Agreement

At the time of the Closing, TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tuatara and certain independent members of Tuatara’s board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”), providing that (i) immediately following the Closing, Sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of our Common Stock (such deposited shares, the “Sponsor Earnout Shares”) into escrow, (ii) the Sponsor Earnout Shares shall be released to the Sponsor if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30) trading-day period ending at any time after the Closing Date and before the fifth anniversary of the Closing Date, and (iii) the Sponsor Earnout Shares will be terminated and canceled by us if such condition is not met by the fifth anniversary of the Closing Date.

Contingent and Earnout Shares

The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the merger and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions:

a.7,000,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date;

b.2,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; and

c.1,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date.

With the consummation of the business combination, the Company’s authorized capital stock is 350,000,000 shares, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, with par value of 0.0001 per share.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

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-Name Accounting Standards Codification
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-Paragraph 13
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+ Details

BENEFIT PLAN	9 Months Ended
BENEFIT PLAN	Sep. 30, 2022
Postemployment Benefits [Abstract]
BENEFIT PLAN	BENEFIT PLANThe Company maintains a safe harbor 401(k) retirement plan for the benefit of its employees. The plan allows participants to make contributions subject to certain limitations. Company matching contributions were $160,000 and $64,000 for the three months ended September 30, 2022 and 2021, respectively, and $345,000 and $97,000 for the nine months ended September 30, 2022 and 2021, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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+ Details

15% CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)	Feb. 28, 2022	Jul. 07, 2022
Short-Term Debt [Line Items]
Share price (in dollars per share)		$ 1.97
Convertible Notes Payable
Short-Term Debt [Line Items]
Accrued interest payable, current	$ 305,000
15.00% Convertible Notes \| Convertible Notes Payable
Short-Term Debt [Line Items]
Interest rate	15.00%
Share price (in dollars per share)	$ 10.00
Repayments of debt	$ 7,000,000

BUSINESS COMBINATION - Purchase Price Allocation (Details) - Beaches Development Group LTD - USD ($) $ in Thousands	1 Months Ended
	Jan. 31, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
Issue of common stock for business combination	$ 135
Cash consideration	132
Indemnity holdback	23
Fair value of purchase consideration	205
Assets assumed	9
Goodwill	0
Fair value of assets		$ 205
Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts \| Restricted Stock
Business Acquisition [Line Items]
Issue of common stock for business combination	85
Beaches Development Group LTD - Sellers
Business Acquisition [Line Items]
Issue of common stock for business combination	50
Intangibles (Software)
Business Acquisition [Line Items]
Intangible assets acquired	$ 196

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. .

Liabilities measured at fair value on a recurring basis

The balances of the Company’s liabilities measured at fair value on a recurring basis as of September 30, 2022, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	805		—		—		805
	$	805	$	—	$	—	$	805

The following is a description of the methodologies used to estimate the fair values of liabilities measured at fair value on a recurring basis and within the fair value hierarchy.

Warrant liabilities

Prior to the business combination, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share, as part of the units offered by the prospectus for their initial public offering and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

The Company utilizes a fair value approach to account for its warrants based on the quoted price at September 30, 2022, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings.

At September 30, 2022, the value of the public warrants were approximately $0.8 million using a closing price of $0.0503.

Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value for the nine months ended September 30, 2022, for all liabilities for which the Company determines fair value on a recurring basis (in thousands):


Warrants
Balance, January 1, 2022	$	—
Assumed in business combination	4,496
Change in fair value	(3,691)
Balance, September 30, 2022	$	805
Changes in fair value included in earnings for the period relating to liabilities held at September 30, 2022	$	(3,691)

There were no transfers of financial liabilities between levels of the fair value hierarchy during the nine months ended September 30, 2022.

Other Fair Value Considerations – Carrying value of accounts receivables, contract assets, prepaid expenses and other assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities and/or low credit risk.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jun. 14, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Other Commitments [Line Items]
Lease term		98 months		98 months
Rent payment		$ 202,000	$ 154,000	$ 623,000	$ 453,000
Mr. Harris, CEO
Other Commitments [Line Items]
Officers compensation				$ 450,000
Incentive opportunity, percent of base salary (up to)		137.50%		137.50%
Bonus amount	$ 300,000
Mr. Sykes, CFO
Other Commitments [Line Items]
Officers compensation				$ 350,000
Incentive opportunity, percent of base salary (up to)		100.00%		100.00%
Bonus amount	$ 250,000
Minimum
Other Commitments [Line Items]
Monthly rent expense		$ 38,000
Minimum \| Boca Raton, Florida, Seattle, Washington And Ontario, Canada
Other Commitments [Line Items]
Monthly rent expense				$ 7,000
Maximum
Other Commitments [Line Items]
Monthly rent expense		$ 48,000
Maximum \| Boca Raton, Florida, Seattle, Washington And Ontario, Canada
Other Commitments [Line Items]
Monthly rent expense				$ 42,000

REVENUE RECOGNITION

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

The following table represents our revenues disaggregated by type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue

Brand revenue	$	267	$	166	$	704	$	450
Retail revenue	7,189		5,955		19,700		16,578
Total Revenue	$	7,456	$	6,121	$	20,404	$	17,028

Geographic Information

Revenue by geographical region consist of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Brand revenue
United States	266		166		703		450
Canada	1		—		1		—
Retail revenue
United States	7,013		5,870		19,125		16,482
Canada	176		85		575		96
	$	7,456	$	6,121	$	20,404	$	17,028

CONTRACT ASSETS AND LIABILITIES

Contract assets consisted of the following as of (in thousands):


	September 30,		December 31,
	2022		2021


Deferred sales commissions	$	348	$	364

Contract liabilities consisted of the following as of (in thousands):


	September 30,		December 31,
	2022		2021

Deferred retail revenues	$	310	$	332
Deferred brands revenues	20		118
Contract liabilities	$	330	$	450

The movement in the contract liabilities during the nine months ended September 30, 2022 and the year ended December 31, 2021, comprised the following (in thousands):


	September 30,		December 31,
	2022		2021
The movement in the contract liabilities during each period comprised the following:

Contract liabilities at start of the period	$	450	$	560
Amounts invoiced during the period	13,627		13,512
Less revenue recognized during the period	(13,747)		(13,622)

Contract liabilities at end of the period	$	330	$	450

- Definition

+ References

+ Details

BUSINESS COMBINATION - Reverse Merger Narrative (Details) - USD ($)				1 Months Ended	9 Months Ended
	Jun. 14, 2022	Apr. 29, 2022	Feb. 28, 2022	Feb. 28, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares, outstanding (in shares)	25,290,270				26,211,914	17,773,607	17,862,108
Payment to redeeming stockholders	$ 191,437,817
Net proceeds from reverse recapitalization transaction	18,789,000
Gross proceeds available at closing	25,135,000
Proceeds from convertible notes					$ 7,000,000	$ 0
Amount available after paying TCAC redeeming stockholders	8,771,000
Proceeds from PIPE Financing	$ 6,100,000
Stock Election Shareholders
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares, outstanding (in shares)	19,123,806
Stock redeemed during period, price per share (in dollars per share)	$ 10.01
TCAC non-redeeming shareholders
Schedule Of Reverse Recapitalization [Line Items]
Additional shares issued (in shares)	876,194
Issue of common stock (in shares)	1,752,388
CF Principal Investments LLC
Schedule Of Reverse Recapitalization [Line Items]
Stock sale program, authorized amount		$ 50,000,000
Sale of stock, price per share (dollars per share)		$ 0.0001
CF Principal Investments LLC \| Affiliated Entity
Schedule Of Reverse Recapitalization [Line Items]
Due to related parties		$ 1,500,000
Shares issued (in shares)		$ 877,193
PIPE Investors
Schedule Of Reverse Recapitalization [Line Items]
Issue of common stock (in shares)	1,341,356
Convertible Notes Payable
Schedule Of Reverse Recapitalization [Line Items]
Proceeds from convertible notes	$ 10,000,000
Accrued interest payable, current			$ 305,000	$ 305,000
15.00% Convertible Notes \| Convertible Notes Payable
Schedule Of Reverse Recapitalization [Line Items]
Issue of common stock (in shares)				730,493
Interest rate			15.00%	15.00%
Repayments of debt			$ 7,000,000

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

^[1]

Current assets:

Cash and cash equivalents

$ 6,806

$ 2,227

Accounts receivable, net

4,727

3,045

Contract assets

348

364

Prepaid expenses and other current assets

2,425

927

Total current assets

14,306

6,563

Property and equipment, net

434

480

Convertible note receivable

256

Total assets

14,996

7,043

Current liabilities:

Accounts payable

1,246

412

Accrued expense and other current liabilities

2,518

1,722

Current maturities of long-term debt

4,999

Deferred revenue

330

450

Total current liabilities

9,093

2,584

Notes payable

5,000

Warrant liabilities

805

Total liabilities

14,898

2,584

Commitments and Contingencies

Stockholders’ Equity

Common stock (par value $0.0001 per share, 300,000,000 authorized at September 30, 2022; 26,211,914 issued and outstanding as of September 30, 2022; (par value $0.0001 per share, 22,764,527 authorized at December 31, 2021; 17,862,108 issued and outstanding as of December 31, 2021;

Additional paid-in-capital

21,855

17,682

Accumulated deficit

(21,760)

(13,225)

Total stockholders’ equity

4,459

Total liabilities and stockholders’ equity

$ 14,996

$ 7,043

[1]	Derived from audited consolidated financial statements

ACCRUED EXPENSES AND OTHER LIABILITIES

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Accrued wages, commission and bonus	$	1,043	$	805
Accrued expenses	299		862
Deferred financial advisory fees	1,000		—
Other liabilities	176		55


	$	2,518	$	1,722

Related Party Vendors

The Company incurred software development and information technology related costs to a vendor related to a major stockholder of approximately $44,000 and $107,000 for the three and nine months ended September 30, 2022,

respectively, with $80,000 and $261,000 for the three and nine months ended September 30, 2021, respectively. These amounts are included in technology and software development expenses.

REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total Revenue	$ 7,456	$ 6,121	$ 20,404	$ 17,028
Brand revenue
Disaggregation of Revenue [Line Items]
Total Revenue	267	166	704	450
Brand revenue \| United States
Disaggregation of Revenue [Line Items]
Total Revenue	266	166	703	450
Brand revenue \| Canada
Disaggregation of Revenue [Line Items]
Total Revenue	1	0	1	0
Retail revenue
Disaggregation of Revenue [Line Items]
Total Revenue	7,189	5,955	19,700	16,578
Retail revenue \| United States
Disaggregation of Revenue [Line Items]
Total Revenue	7,013	5,870	19,125	16,482
Retail revenue \| Canada
Disaggregation of Revenue [Line Items]
Total Revenue	$ 176	$ 85	$ 575	$ 96

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Lease Agreements The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $7,000 to $42,000 and expire on various dates through February 2031. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases. During the three months ended September 30, 2022, the Company entered into a lease with the current landlord for the Company’s corporate headquarters under which the current leases will be replaced by the new lease on a single floor in the same building as the Company currently occupies. The new lease will commence on the sooner of the day the Company takes occupancy or day of substantial completion of leasehold improvements. The new lease term is for 98 months. Rental payments range from $38,000 to $48,000 over the life of the lease. Rent expense was approximately $202,000 and $154,000 for the three months ended September 30, 2022 and 2021, respectively, with $623,000 and $453,000 for the nine months ended September 30, 2022 and 2021, respectively. Employment Agreements The Company has entered into employment agreements with Jeffrey Harris, CEO of SpringBig, and Paul Sykes, CFO of SpringBig, which became effective as of the Closing. Pursuant to his employment agreement, Mr. Harris will receive an annual salary of $450,000, will be eligible for a target cash incentive opportunity of up to 137.5% of his annual base salary, and will be eligible to receive equity incentive awards under SpringBig’s long-term incentive plan as in effect from time to time. Pursuant to his employment agreement, Mr. Sykes will receive an annual salary of $350,000, will be eligible for a target cash incentive opportunity of up to 100% of his annual base salary, and will be eligible to receive equity incentive awards under SpringBig’s long-term incentive plan as in effect from time to time. In addition, the SpringBig board of directors awarded each of Mr. Harris and Mr. Sykes a one-time cash bonus in the amount of $300,000 and $250,000, respectively, which was awarded as of the Closing, the amount is included in administrative expenses on the statement of operations. Litigation The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows.

FAIR VALUE MEASUREMENTS - Narratives (Details)
$ / shares in Units, $ in Thousands

Sep. 30, 2022

USD ($)

$ / shares

Jun. 14, 2022

Jun. 13, 2022

$ / shares

Dec. 31, 2021

USD ($)

^[1]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Derivative liability, noncurrent | $

$ 805

$ 0

Measurement Input, Share Price | Private Warrants

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Derivative liability measurement input | $ / shares

0.0503

Estimate of Fair Value Measurement

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Derivative liability, noncurrent | $

$ 800

Redeemable Warrants | Class A common stock

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants outstanding (in shares) | shares

10,000,000

Exercise price of warrants (in dollars per share) | $ / shares

$ 11.50

Number of shares issuable per each warrant (in shares) | shares

Private Placement Warrant

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants outstanding (in shares) | shares

6,000,000

Exercise price of warrants (in dollars per share) | $ / shares

$ 11.50

[1]	Derived from audited consolidated financial statements

STOCK BASED COMPENSATION - Stock Options Outstanding (Details)	4 Months Ended	5 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022 $ / shares shares	Jun. 14, 2022 $ / shares shares	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Number of Options
Outstanding beginning balance (in shares)	3,679,171
Options exercised (in shares)	(44,451)
Options forfeited (in shares)	(42,629)
Outstanding ending balance (in shares)	3,592,091	3,679,171	3,592,091
Conversion ratio		0.5929
Weighted Average Exercise Price (Per Share)
Options exercised (in dollars per share) \| $ / shares	$ 0.32
Options forfeited (in dollars per share) \| $ / shares	1.11
Outstanding ending balance (in dollars per share) \| $ / shares	$ 0.58		$ 0.58
Options Vested and Exercisable, Number Of Options (in shares)	3,423,488		3,423,488
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years)			6 years 5 months 19 days
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share) \| $ / shares	$ 0.55		$ 0.55
SpringBig
Number of Options
Outstanding beginning balance (in shares)	6,205,520	6,835,809	6,835,809
Options granted (in shares)		0
Options exercised (in shares)		(564,038)
Options forfeited (in shares)		(61,460)
Options cancelled (in shares)		(4,791)
Outstanding ending balance (in shares)		6,205,520		6,835,809
Weighted Average Exercise Price (Per Share)
Outstanding beginning balance (in dollars per share) \| $ / shares		$ 0.38	$ 0.38
Options exercised (in dollars per share) \| $ / shares		0.55
Options forfeited (in dollars per share) \| $ / shares		0.75
Options cancelled (in dollars per share) \| $ / shares		$ 0.75
Outstanding ending balance (in dollars per share) \| $ / shares				$ 0.38
Options Vested and Exercisable, Number Of Options (in shares)				4,628,311
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years)				6 years 9 months 14 days
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share) \| $ / shares				$ 0.24

WARRANT LIABILITIES (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Jun. 14, 2022

Jun. 13, 2022

Dec. 31, 2021

^[1]

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Derivative liability, noncurrent

$ 805

$ 0

Fair value gain on warrants

800

3,700

Estimate of Fair Value Measurement

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Derivative liability, noncurrent

$ 800

Redeemable Warrants | Class A common stock

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Warrants outstanding (in shares)

10,000,000

Exercise price of warrants (in dollars per share)

$ 11.50

Warrants and rights outstanding

$ 6,000

$ 10,000

Number of shares issuable per each warrant (in shares)

Private Placement Warrant

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Warrants outstanding (in shares)

6,000,000

Exercise price of warrants (in dollars per share)

$ 11.50

[1]	Derived from audited consolidated financial statements

BUSINESS COMBINATION - Beaches Development Group Ltd Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 14, 2022 shares	Jan. 31, 2021 USD ($) seller $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Business Acquisition [Line Items]
Recapitalization exchange ratio	0.59289
Beaches Development Group LTD
Business Acquisition [Line Items]
Business combination number of shares issued in acquisition (in shares) \| shares	180,972	107,296
Business acquisition, share price (dollars per share) \| $ / shares		$ 0.0001
Issue of common stock for business combination		$ 135
Payments to acquire business		$ 155
Number of sellers \| seller		2
Indemnity holdback		$ 23
Cash acquired		$ 9
Beaches Development Group LTD \| Beaches Development Group LTD - Sellers
Business Acquisition [Line Items]
Business combination number of shares issued in acquisition (in shares) \| shares		39,762
Issue of common stock for business combination		$ 50
Beaches Development Group LTD \| Intangibles (Software)
Business Acquisition [Line Items]
Intangible assets acquired		$ 196
Intangible assets amortized period		3 years
Incurred amortization expense			$ 16	$ 49
Remaining carrying amount			$ 87	$ 87
Beaches Development Group LTD \| Restricted Stock \| Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts
Business Acquisition [Line Items]
Business combination number of shares issued in acquisition (in shares) \| shares		67,535
Issue of common stock for business combination		$ 85
Award vesting period		2 years
Beaches Development Group LTD \| Restricted Stock \| Tranche One \| Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts
Business Acquisition [Line Items]
Award vesting rights percentage		50.00%
Beaches Development Group LTD \| Restricted Stock \| Tranche Two \| Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts
Business Acquisition [Line Items]
Award vesting rights percentage		50.00%

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSManagement has considered subsequent events through November 14, 2022, the date this report was issued, and there were no events that required additional disclosure.

STOCK BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Outstanding

The following table summarizes information on stock options outstanding as of September 30, 2022 under the Legacy Incentive Plan:


	Options Outstanding			Options Vested and Exercisable
Fixed Options	Number of Options	Weighted Average Exercise Price (Per Share)		Number of Options	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price (Per Share)
Outstanding Balance, January 1, 2022	6,835,809	$	0.38	4,628,311	6.79	$	0.24
Options granted	—
Options exercised	(564,038)	$	0.55
Options forfeited	(61,460)	$	0.75
Options cancelled	(4,791)	$	0.75
Outstanding Balance, June 14, 2022	6,205,520
Conversion ratio	0.5929
SpringBig Holdings options	3,679,171
Options exercised	(44,451)	0.32
Options forfeited	(42,629)	1.11
Outstanding Balance, Sept. 30, 2022	3,592,091	$	0.58	3,423,488	6.47	$	0.55

COVER - shares	9 Months Ended
COVER - shares	Sep. 30, 2022	Nov. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40049
Entity Registrant Name	SPRINGBIG HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-2789488
Entity Address, Address Line One	621 NW 53rd Street
Entity Address, Address Line Two	Ste. 260
Entity Address, City or Town	Boca Raton,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	800
Local Phone Number	972-9172
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,211,914
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001801602
Current Fiscal Year End Date	--12-31
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SBIG
Security Exchange Name	NASDAQ
Shares subject to warrants stock conversion
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock, at an exercise price of $11.50 per share
Trading Symbol	SBIGW
Security Exchange Name	NASDAQ

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues	$ 7,456	$ 6,121	$ 20,404	$ 17,028
Cost of revenues	1,912	1,560	5,754	4,913
Gross profit	5,544	4,561	14,650	12,115
Operating expenses
Selling, servicing and marketing	3,075	2,570	9,103	6,993
Technology and software development	2,811	1,916	8,358	4,747
General and administrative	3,215	1,510	8,790	4,383
Total operating expenses	9,101	5,996	26,251	16,123
Loss from operations	(3,557)	(1,435)	(11,601)	(4,008)
Interest income	7	1	7	3
Interest expense	(320)	(5)	(632)	(6)
Forgiveness of PPP loan	0	781	0	781
Loss before income tax	(3,059)	(658)	(8,535)	(3,230)
Income tax expense	0	0	0	0
Net loss	$ (3,059)	$ (658)	$ (8,535)	$ (3,230)
Net loss per common share:
Basic (in dollars per share)	$ (0.12)	$ (0.04)	$ (0.41)	$ (0.18)
Diluted (in dollars per share)	$ (0.12)	$ (0.04)	$ (0.41)	$ (0.18)
Weighted-average common shares outstanding - basic (in shares)	25,629,910	17,771,134	20,928,363	17,757,363
Weighted-average common shares outstanding - diluted (in shares)	25,629,910	17,771,134	20,928,363	17,757,363
Shares subject to warrants stock conversion
Operating expenses
Change in fair value	$ 811	$ 0	$ 3,691	$ 0

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule Of Fair Value, Liabilities Measured on Recurring Basis

The balances of the Company’s liabilities measured at fair value on a recurring basis as of September 30, 2022, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	805		—		—		805
	$	805	$	—	$	—	$	805

Schedule of Changes in Fair Value


Warrants
Balance, January 1, 2022	$	—
Assumed in business combination	4,496
Change in fair value	(3,691)
Balance, September 30, 2022	$	805
Changes in fair value included in earnings for the period relating to liabilities held at September 30, 2022	$	(3,691)

ACCOUNTS RECEIVABLE

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

ACCOUNTS RECEIVABLE

Accounts receivable, net consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Accounts receivable	$	4,463	$	2,534
Unbilled receivables	715		806
Total Receivables	5,178		3,340
Less allowance for doubtful accounts	(451)		(295)
Accounts receivable, net	$	4,727	$	3,045

Bad debt expense was $94,000 and $30,000 for the three months ended September 30, 2022 and 2021, respectively, and $280,000 and $90,000 for the nine months ended September 30, 2022 and 2021, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited consolidated financial statements have been prepared in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and therefore do not include certain information, accounting policies, and footnote disclosure information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. Operating results for the three months ended September 30, 2022 and the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for future periods or for the year ending December 31, 2022. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes included in the Company’s Registration Statement on Form S-1 filed with the SEC on July 22, 2022 and the audited financial statements and notes thereto included in the Annual Report on Form 10-K of Tuatara for the fiscal year ended December 31, 2021. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $21.8 million as of September 30, 2022. Cash flows used in operating activities were $12.3 million and $3.9 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the Company had approximately $10.2 million in working capital, inclusive of $6.8 million in cash and cash equivalents to cover overhead expenses. Working capital excludes current maturities of long-term debt as those obligations may be satisfied in exchange for stock. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers, its Stock Purchase Agreement and strategic capital raises. The ultimate success to these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “other comprehensive income” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see the Company's audited consolidated financial statements and accompanying notes included in the Company’s Registration Statement on Form S-1 filed with the SEC on July 22, 2022 and consolidated Financial Statements and Notes thereto included in Tuatara Capital Acquisition Corporation's Report on Form 10-K for the fiscal year ended December 31, 2021. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. We had one customer representing 10% and 11% of our total revenues for the three and nine months ended September 30, 2022, respectively. By comparison, we had one customer that represented 15% and 11% for the three and nine months ended September 30, 2021. At September 30, 2022 and December 31, 2021, we had one customer representing 11% and 28% of accounts receivable, respectively. Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 8, Business Combination, to these consolidated financial statements for further information. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with three commercial banks. As of September 30, 2022 and the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $6.0 million as of September 30, 2022. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2022. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740, including requirements related to the following: (1) hybrid tax regimes; (2) tax basis step-up in goodwill obtained in a transaction that is not a business combination; (3) separate financial statements of entities not subject to tax; (4) intra-period tax allocation exception to the incremental approach; (5) ownership changes in investments; (6) interim-period accounting for enacted changes in tax law; and (7) year-to-date loss limitation in interim-period tax accounting. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2022. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this update clarify certain interactions between the guidance to account for certain equity securities. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2022. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. Under ASU 2020-06, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. The convertible debt instruments will now be accounted for as a single liability measured at amortized cost. This results in the interest expense recognized for convertible debt instruments to be closer to the coupon interest rate. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating earnings per share. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2022. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities, which deferred the effective date of ASU 2016-02 to annual reporting periods beginning after December 15, 2021, with early adoption permitted. In July 2021, the FASB released Update No. 2021-05 Lessors—Certain Leases with Variable Lease Payments. The amendments in this update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. The amendments in this update amend Topic 842. The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, and interim periods within those fiscal years for public business entities and interim periods within fiscal years beginning after December 15, 2022, for all other entities. Management expects that the adoption of this standard will result in the recording of a significant right of use asset and lease liability. In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 to annual reporting periods beginning after December 15, 2022, with early adoption permitted. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations.

PROPERTY AND EQUIPMENT - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Property and equipment, useful life			3 years
Depreciation and amortization	$ 67	$ 50	$ 191	$ 62

WARRANT LIABILITIES	9 Months Ended
WARRANT LIABILITIES	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANT LIABILITIES	WARRANT LIABILITIES Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per share, for aggregate consideration of $10.0 million as part of the units offered by the prospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company accounts for the warrants in accordance with the guidance contained in ASC 815 Derivatives and Hedging, under which the warrants do not meet the criteria for equity treatment and hence recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. At September 30, 2022, the estimated fair value of the warrants is $0.8 million. The Company recorded a change in fair value gain of approximately $0.8 million and $3.7 million for the three and nine months ended September 30, 2022, respectively. These amounts are is included in the statements of operations for the periods then ended. The fair value is determined in accordance with ASC 820, Fair Value Measurement. See Note 15, Fair Value Measurements, to the accompanying consolidated financial statements for further information.

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Reconciliation of Actual Basic and Diluted Earnings Per Share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Loss per share:
Numerator:
Net loss	$	(3,059)	$	(658)	$	(8,535)	$	(3,230)
Denominator
Weighted-average common shares outstanding
Basic and diluted	25,629,910		17,771,134		20,928,363		17,757,363

Net loss per common share
Basic and diluted	$	(0.12)	$	(0.04)	$	(0.41)	$	(0.18)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended September 30, 2022 and 2021 were as follows:


	Nine Months Ended September 30, 2022
	2022	2021
Shares unvested and subject to exercise of stock options	168,603	4,154,898
Shares subject to outstanding common stock options	3,423,488	2,515,944
Shares subject to convertible notes stock conversion	916,667	—
Shares subject to warrants stock conversion	16,586,980	—
Shares subject to contingent earn out	10,500,000	—
Restricted stock units	761,500	—

CONVERTIBLE NOTE RECEIVABLE	9 Months Ended
CONVERTIBLE NOTE RECEIVABLE	Sep. 30, 2022
Receivables [Abstract]
CONVERTIBLE NOTE RECEIVABLE	CONVERTIBLE NOTE RECEIVABLE In April 2022, the Company purchased $250,000 in aggregate principal amount of convertible promissory note due April 1, 2026 (the “Convertible Note Receivable”). The Convertible Note Receivable accrues interest at the rate of 5% per annum on the principal amount of the Convertible Note Receivable. The issuer may not prepay the note prior to its maturity date without the consent of the Company. The Convertible Note Receivable is convertible, and the conversion price is based on the occurrence of certain actions by the issuer.

DESCRIPTION OF BUSINESS	9 Months Ended
DESCRIPTION OF BUSINESS	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS SpringBig Holdings, Inc. and its wholly-owned subsidiaries (the “Company,” “we,” “us,” or “SpringBig”) developed a software platform that provides marketing and customer engagement services to cannabis dispensaries and brands 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. The Company has 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 of Plan 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 will continue the existing business operations of Legacy SpringBig as a publicly traded company. See Note 8, Business Combination, to these consolidated financial statements for further information. While the legal acquirer in the business combination is SpringBig for financial accounting and reporting purposes under U.S. GAAP, Legacy SpringBig is the accounting acquirer, with the merger accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig. Under this accounting method, SpringBig is treated as the “acquired” company and Legacy SpringBig is the accounting acquirer, with the transaction treated as a recapitalization of Legacy SpringBig. SpringBig’s assets, liabilities and results of operations were consolidated with Legacy SpringBig’s beginning on the date of the business combination. Except for certain warrant liabilities, the assets and liabilities of SpringBig were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The warrant liabilities, which are discussed in Note 11, Warrant Liabilities, were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy SpringBig became the historical financial statements, and operations prior to the closing of the business combination presented for comparative purposes are those of Legacy SpringBig. Pre-merger shares of common stock and preferred stock of Legacy SpringBig were converted to shares of common stock of the combined company using the conversion ratio of 0.59289 and for comparative purposes, the shares and net loss per share of Legacy SpringBig prior to the merger have been retroactively restated using the conversion ratio. 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 Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, which were in addition to the $7.0 million in Convertible Notes proceeds, which were received in February 2022 in connection with Legacy SpringBig’s issuance of such notes (and which Convertible Notes and the interest due thereon were converted into common stock in connection with the business combination. See Note 9, 15% Convertible Promissory Notes, to these consolidated financial statements). Of the amount received at the Closing, approximately $8.8 million represented cash from the TCAC trust related to unredeemed shares; $6.1 million represented proceeds from the subscription for common stock from certain investors (the “PIPE Financing”), and $10.0 million from the Secured Convertible Note (defined below). The Company incurred additional cash and non cash expenses totaling $8.6 million, resulting in net business combination proceeds of $10.2 million. Common Stock Purchase Agreement On April 29, 2022, the Company entered into a Common Stock Purchase Agreement (as amended, the “Stock Purchase Agreement”) with CF Principal Investments LLC ("Cantor"), an affiliate of Cantor Fitzgerald L.P. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Cantor, and Cantor shall purchase from the Company, up to $50 million of common shares, par value $0.0001 per share, subject to certain terms and conditions (the “Facility”)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (UNAUDITED) (Parenthetical)	Apr. 29, 2022 USD ($)
CF Principal Investments LLC \| Affiliated Entity
Shares issued (in shares)	$ 877,193

PREPAID EXPENSES AND OTHER CURRENT ASSETS

9 Months Ended

Sep. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

REPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30,		December 31,
	2022		2021
Prepaid insurance	$	1,368	$	15
Other prepaid expenses	968		828
Deposits	89		84

	$	2,425	$	927

SENIOR SECURED CONVERTIBLE NOTES	9 Months Ended
SENIOR SECURED CONVERTIBLE NOTES	Sep. 30, 2022
Debt Disclosure [Abstract]
SENIOR SECURED CONVERTIBLE NOTES	CONVERTIBLE PROMISSORY NOTES In February 2022, the Company issued $7.0 million in aggregate principal amount of convertible promissory notes due September 30, 2022 (the “Convertible Notes”). The Convertible Notes accrued interest at the rate of 15% per annum on the principal amount of the Convertible Notes, due and payable at the maturity date of September 30, 2022 (the “Maturity Date”), if not converted prior to the maturity date. Under the terms of such notes, the conversion of the Convertible Notes could be triggered by the closing of the business combination between Tuatara and Legacy SpringBig, the occurrence of the stated maturity date, or in connection with certain equity issuances. The Convertible Notes contained customary events of default such as failures to observe or perform any covenants, obligation, condition or agreement contained in the Convertible Notes and commencement of bankruptcy. In connection with the consummation of the business combination, the Convertible Notes and outstanding accrued interest converted in full into 730,493 shares of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which, along with equal principal payments through June 2024, are due in cash in arrears beginning six months after the notes’ issuance. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) was also issued in a private placement with the purchaser party thereto. The Convertible Warrant is exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share, subject to certain anti-dilution adjustments. The Note is currently convertible at the option of the holder at an initial conversion share price of $12.00 per share. The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig. The Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries); issue additional equity (outside of the equity facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Notes also contains customary events of default. The Company determined that the Secured Convertible Notes meet the variable share obligations requirements under ASC 480, Distinguishing Liabilities From Equity, and as a result is classified as a liability measured at amortized carrying value. At September 30, 2022, the outstanding principal of the Secured Convertible Notes was $11.0 million with a carrying value of $10.0 million. The Company recorded $320,000 and $632,000 of interest expense for the three and nine months ended September 30, 2022.

- Definition

+ References

+ Details

CONTRACT ASSETS AND LIABILITIES - Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Sep. 30, 2021

Dec. 31, 2020

Contract assets consisted of the following as of:

Contract assets

$ 348

$ 364

^[1]

$ 364

Contract with Customer, Liability [Abstract]

Deferred revenue

330

450

^[1]

$ 560

Retail revenue

Contract with Customer, Liability [Abstract]

Deferred revenue

310

332

Brand revenue

Contract with Customer, Liability [Abstract]

Deferred revenue

$ 20

$ 118

[1]	Derived from audited consolidated financial statements

FAIR VALUE MEASUREMENTS - Changes in Fair Value (Details) - Warrants $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Assumed in business combination	4,496
Changes in fair value	(3,691)
Ending balance	$ 805

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following (in thousands):


	September 30,		December 31,
	2022		2021
Computer equipment	$	322	$	225
Furniture & Fixtures	15		—
Data warehouse	286		256
Software	196		196
Total Cost	819		677
Less accumulated depreciation and amortization	(385)		(197)
Property and Equipment	$	434	$	480

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (UNAUDITED) - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-in- Capital

Accumulated Deficit

Beginning balance (in shares) at Dec. 31, 2020

17,660,258

Beginning balance at Dec. 31, 2020

$ 9,526

$ 2

$ 16,999

$ (7,475)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock-based compensation

415

Exercise of stock options (in shares)

6,052

Exercise of stock options

Issue of common stock (in shares)

107,297

Issue of common stock*

Net loss

$ (3,230)

(3,230)

Ending balance (in shares) at Sep. 30, 2021

17,773,607

Ending balance at Sep. 30, 2021

$ 6,769

$ 2

17,472

(10,705)

Beginning balance (in shares) at Jun. 30, 2021

17,767,555

Beginning balance at Jun. 30, 2021

7,241

$ 2

17,286

(10,047)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock-based compensation

178

Exercise of stock options (in shares)

6,052

Exercise of stock options

Net loss

$ (658)

(658)

Ending balance (in shares) at Sep. 30, 2021

17,773,607

Ending balance at Sep. 30, 2021

$ 6,769

$ 2

17,472

(10,705)

Beginning balance (in shares) at Dec. 31, 2021

17,862,108

Beginning balance at Dec. 31, 2021

$ 4,459

^[1]

$ 2

17,682

(13,225)

Ending balance (in shares) at Jun. 14, 2022

25,290,270

Beginning balance (in shares) at Dec. 31, 2021

17,862,108

Beginning balance at Dec. 31, 2021

$ 4,459

^[1]

$ 2

17,682

(13,225)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock-based compensation

1,226

Exercise of stock options (in shares)

378,869

Exercise of stock options

112

Recapitalization (in shares)

7,093,744

Other adjustments

2,836

$ 1

2,835

Issue of common stock (in shares)

^[2]

877,193

Issue of common stock*

^[2]

Net loss

$ (8,535)

(8,535)

Ending balance (in shares) at Sep. 30, 2022

26,211,914

Ending balance at Sep. 30, 2022

$ 98

$ 3

21,855

(21,760)

Beginning balance (in shares) at Jun. 14, 2022

25,290,270

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Exercise of stock options (in shares)

44,451

Ending balance (in shares) at Sep. 30, 2022

26,211,914

Ending balance at Sep. 30, 2022

$ 98

$ 3

21,855

(21,760)

Beginning balance (in shares) at Jun. 30, 2022

25,290,270

Beginning balance at Jun. 30, 2022

3,127

$ 3

21,825

(18,701)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock-based compensation

Exercise of stock options (in shares)

44,451

Exercise of stock options

Issue of common stock (in shares)

^[2]

877,193

Issue of common stock*

^[2]

Net loss

$ (3,059)

(3,059)

Ending balance (in shares) at Sep. 30, 2022

26,211,914

Ending balance at Sep. 30, 2022

$ 98

$ 3

$ 21,855

$ (21,760)

[1]	Derived from audited consolidated financial statements
[2]	During Q3 2022, the Company issued 877,193 shares in relation to a commitment fee for the Cantor Equity Line

NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss	$ (3,059)	$ (658)	$ (8,535)	$ (3,230)
Denominator
Weighted-average common shares outstanding - basic (in shares)	25,629,910	17,771,134	20,928,363	17,757,363
Weighted-average common shares outstanding - diluted (in shares)	25,629,910	17,771,134	20,928,363	17,757,363
Net loss per common share, basic (in dollars per share)	$ (0.12)	$ (0.04)	$ (0.41)	$ (0.18)
Net loss per common share, diluted (in dollars per share)	$ (0.12)	$ (0.04)	$ (0.41)	$ (0.18)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

REVENUE RECOGNITION (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table represents our revenues disaggregated by type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue

Brand revenue	$	267	$	166	$	704	$	450
Retail revenue	7,189		5,955		19,700		16,578
Total Revenue	$	7,456	$	6,121	$	20,404	$	17,028

Revenue by geographical region consist of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Brand revenue
United States	266		166		703		450
Canada	1		—		1		—
Retail revenue
United States	7,013		5,870		19,125		16,482
Canada	176		85		575		96
	$	7,456	$	6,121	$	20,404	$	17,028