0001801602-23-000028 | 10-K | XBRL Viewer

SENIOR SECURED CONVERTIBLE NOTES (Tables)

12 Months Ended

Dec. 31, 2022

Below is a summary of the impact of the revision for the two quarters ended June 30 and September 30, 2022, respectively.


	QUARTER ENDING
	June 30,				June 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	—	$	—	$	—
Notes payable	9,843		(692)		9,151
Carrying amount	$	9,843	$	(692)	$	9,151

Additional paid-in capital	$	21,825	$	692	$	22,517


	QUARTER ENDING
	September 30,				September 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	4,999	$	—	$	4,999
Notes payable	5,000		(692)		4,308
Carrying amount	$	9,999	$	(692)	$	9,307

Additional paid-in capital	$	21,855	$	692	$	22,547

Below is a summary of the impact of the revision for the previous year.


	December 31,				December 31,
	2021				2021
	As reported		Adjustment		Revised

Revenues	$	24,024	$	(662)	$	23,362
Cost of revenues	(6,929)		662		(6,267)
Gross profit	$	17,095	$	—	$	17,095

Below is a summary of the impact of the revision for the three quarters ended March 31, June 30, and September 30, 2022, respectively.


	QUARTER ENDING
	March 31,				March 31,
	2022				2022
	As reported		Adjustment		Revised

Revenues	$	6,364	$	(191)	$	6,173
Cost of revenues	(1,843)		191		(1,652)
Gross profit	$	4,521	$	—	$	4,521


	QUARTER ENDING						YEAR TO DATE
	June 30,				June 30,		June 30,				June 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	6,584	$	(130)	$	6,454	$	12,948	$	(321)	$	12,627
Cost of revenues	(1,998)		130		(1,868)		(3,841)		321		(3,520)
Gross profit	$	4,586	$	—	$	4,586	$	9,107	$	—	$	9,107


	QUARTER ENDING						YEAR TO DATE
	September 30,				September 30,		September 30,				September 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	7,456	$	(223)	$	7,233	$	20,404	$	(544)	$	19,860
Cost of revenues	(1,912)		223		(1,689)		(5,754)		544		(5,210)
Gross profit	$	5,544	$	—	$	5,544	$	14,650	$	—	$	14,650

DESCRIPTION OF BUSINESS	12 Months Ended
DESCRIPTION OF BUSINESS	Dec. 31, 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 9, 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 13, 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 10, 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 $8.7 million, resulting in net business combination proceeds of $10.1 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 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 (the “Facility”).

BUSINESS COMBINATIONS - Beaches Development Group Ltd Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Jun. 14, 2022 shares	Jan. 31, 2021 USD ($) seller $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
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 (in 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			$ 65	$ 60
Remaining carrying amount			$ 71
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%

REVENUE RECOGNITION - Summary Of Impact Of Change In Policy (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues	$ 7,233	$ 6,454	$ 6,173	$ 12,627	$ 19,860	$ 26,629	$ 23,362
Cost of revenues	(1,689)	(1,868)	(1,652)	(3,520)	(5,210)	(6,701)	(6,267)
Gross profit	5,544	4,586	4,521	9,107	14,650	$ 19,928	17,095
As reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues	7,456	6,584	6,364	12,948	20,404		24,024
Cost of revenues	(1,912)	(1,998)	(1,843)	(3,841)	(5,754)		(6,929)
Gross profit	5,544	4,586	4,521	9,107	14,650		17,095
Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues	(223)	(130)	(191)	(321)	(544)		(662)
Cost of revenues	223	130	191	321	544		662
Gross profit	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

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- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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STOCK BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jul. 07, 2022	Jun. 14, 2022	Dec. 31, 2022	Dec. 31, 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%
Stock-based compensation expense			$ 1,226	$ 595
Share-based compensation expense		$ 900
Intrinsic value of options exercised			3,400	$ 81
Unvested options (in shares)		192,689
Share price (in dollars per share)	$ 1.97
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense			$ 246
Equity instruments granted in the period (in shares)	761,500
Equity instruments forfeited in the period (in shares)			36,500
Equity instruments outstanding (in shares)			725,000
Award vesting period	3 years
Recognition period			2 years 6 months
Unrecognized expense			$ 1,200

COVER - USD ($) $ in Millions	12 Months Ended
COVER - USD ($) $ in Millions	Dec. 31, 2022	Mar. 28, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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	772-9172
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 45.3
Entity Common Stock, Shares Outstanding		26,940,841
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001801602
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022.
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

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2022

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

PREPAID EXPENSES AND OTHER CURRENT ASSETS

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


	December 31,
	2022		2021
Prepaid insurance	$	834	$	15
Other prepaid expenses	582		828
Deposits	89		84
	$	1,505	$	927

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Reconciliation of Actual Basic and Diluted Earnings Per Share

The following table reconciles actual basic and diluted earnings per share for the years ended December 31, 2022 and 2021, respectively (in thousands, except share and per share data).


	Years Ended December 31,
	2022		2021
Loss per share:
Numerator:
Net loss	$	(13,076)	$	(5,750)
Denominator
Weighted-average common shares outstanding
Basic and diluted	22,287,828		17,771,960

Net loss per common share
Basic and diluted	$	(0.59)	$	(0.32)

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 years ended December 31, 2022 and 2021 were as follows:


	Years Ended December 31,
	2022	2021
Shares unvested and subject to exercise of stock options	144,517	4,628,311
Shares subject to outstanding common stock options	3,250,236	2,174,126
Shares subject to convertible notes stock conversion	816,667	—
Shares subject to warrants stock conversion	16,586,980	—
Shares subject to contingent earn out	10,500,000	—
Restricted stock units	725,000	—

CONVERTIBLE NOTE RECEIVABLE	12 Months Ended
CONVERTIBLE NOTE RECEIVABLE	Dec. 31, 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 into common stock of the issuer, and the conversion price is based on the occurrence of certain actions by the issuer. The Company earned $9,000 in interest income on the Convertible Note Receivable for the year ended December 31, 2022.

STOCKHOLDERS’ EQUITY - Narrative (Details)	Jun. 14, 2022 USD ($) day $ / shares shares	Dec. 31, 2022 $ / shares shares	Jun. 15, 2022 shares	Jun. 13, 2022 shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Common stock, shares, issued (in shares)	25,290,270	26,659,711			17,862,108
Common stock, shares, outstanding (in shares)	25,290,270	26,659,711			17,862,108
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
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
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 (in dollars 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 (in dollars 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 (in dollars 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
Class A common stock \| Redeemable Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)	10,000,000			10,000,000

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 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):


	December 31,
	2022		2021
Prepaid insurance	$	834	$	15
Other prepaid expenses	582		828
Deposits	89		84
	$	1,505	$	927

FAIR VALUE MEASUREMENTS - Changes in Fair Value (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in fair value	$ (4,158)	$ 0
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Assumed in business combination at fair value	4,496
Changes in fair value	(4,158)
Ending balance	$ 338	$ 0

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jun. 14, 2022	Dec. 31, 2022
Mr. Harris, CEO
Other Commitments [Line Items]
Officers compensation		$ 450,000
Incentive opportunity, percent of base salary (up to)		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%
Bonus amount	$ 250,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (13,076)	$ (5,750)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	259	173
Discount amortization on convertible notes	304	0
Stock-based compensation expense	1,226	595
Operating lease right of use assets amortization	318
Bad debt expense	1,474	216
Forgiveness of PPP Loan	0	(781)
Accrued interest on convertible notes	26	0
Change in fair value of warrants	(4,158)	0
Changes in operating assets and liabilities:
Accounts receivable	(1,317)	(2,119)
Prepaid expenses and other current assets	(578)	(740)
Contract assets	31	(98)
Accounts payable and other liabilities	1,450	704
Operating lease liabilities	(318)
Related party payable	0	(51)
Related party receivable	0	77
Deferred revenue	(159)	(110)
Net cash used in operating activities	(14,518)	(7,884)
Cash flows from investing activities:
Business combination, net of cash acquired	0	(122)
Purchase of convertible note	(259)	0
Purchases of property and equipment	(154)	(252)
Net cash used in investing activities	(413)	(374)
Cash flows from financing activities:
Business combination, net of transaction cost	10,110	0
Proceeds from convertible notes	7,000	0
Repayment of convertible notes	(1,000)	0
Proceeds from exercise of stock options	140	38
Net cash provided by financing activities	16,250	38
Net increase (decrease) in cash and cash equivalents	1,319	(8,220)
Cash and cash equivalents at beginning of period	2,227	10,447
Cash and cash equivalents at end of period	3,546	2,227
Supplemental cash flows disclosures
Income taxes paid	2	0
Interest paid	330	0
Supplemental disclosure of non‑cash activities
Conversion of 15% convertible note and interest into common stock	7,305	0
Warrants assumed in business combination at estimated fair value	4,496	0
Conversion of L1 Notes into common stock	200	0
Issue of common stock for business combination	0	50
Indemnity holdback for business combination	$ 0	$ 23

SENIOR SECURED CONVERTIBLE NOTES

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

SENIOR SECURED CONVERTIBLE NOTES

15% 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 is payable in cash quarterly in arrears through June 2024. The principal is payable in equal amounts monthly through June 2024 beginning six months after the issuance of the Secured Convertible Notes. 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”) with a fair value of $839,000 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. Warrants are classified as equity on SpringBig’s consolidated balance sheet as of December 31, 2022.

The Company performed a Black-Scholes calculation as of June 14, 2022 to determine the fair value of the Convertible Warrant on such date using a stock price of $4.28, a strike price of $12.00, a risk free rate of 3.61%, annualized volatilty of 65%, and a time to maturity of five years. It was determined that the fair value of the Convertible Warrant on June 14, 2022 was approximately $839,000 as compared to the previously reported fair value of $147,000. Accordingly, SpringBig recorded an adjustment of approximately $692,000 to reduce the carrying value of the L1 Note and increase additional paid-in capital as of June 14, 2022.

Below is a summary of the impact of the revision for the two quarters ended June 30 and September 30, 2022, respectively.


	QUARTER ENDING
	June 30,				June 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	—	$	—	$	—
Notes payable	9,843		(692)		9,151
Carrying amount	$	9,843	$	(692)	$	9,151

Additional paid-in capital	$	21,825	$	692	$	22,517


	QUARTER ENDING
	September 30,				September 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	4,999	$	—	$	4,999
Notes payable	5,000		(692)		4,308
Carrying amount	$	9,999	$	(692)	$	9,307

Additional paid-in capital	$	21,855	$	692	$	22,547

The Secured Convertible Notes are convertible at the option of the holder beginning at the earlier of (i) the date of effectiveness of a registration statement as contemplated in that certain Registration Rights Agreement entered into between the Company and the purchaser party thereto or (ii) June 14, 2023 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 Secured Convertible Notes also contain customary events of default.

At December 31, 2022, the outstanding principal of the Secured Convertible Notes was $9.8 million with a carrying value of $8.3 million, net of discount of $1.5 million.

The Company recorded $356,000 and $0 of interest expense for the years ended December 31, 2022 and 2021, respectively.

PAYCHECK PROTECTION PROGRAMThe Company received $781,000 from a Paycheck Protection Program (“PPP”) loan on May 1, 2020, through the Small Business Administration (“SBA”) that was made available under the CARES Act in response to the COVID-19 pandemic. On August 11, 2021, the Company received full forgiveness for the PPP loan. The income from forgiveness is included on the consolidated statements of operations for the year ended December 31, 2021.

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 3,546	$ 2,227
Accounts receivable, net	2,889	3,045
Contract assets	333	364
Prepaid expenses and other current assets	1,505	927
Total current assets	8,273	6,563
Operating lease asset	750
Property and equipment, net	375	480
Convertible note receivable	259	0
Total assets	9,657	7,043
Current liabilities:
Accounts payable	1,056	215
Accrued expense and other current liabilities	2,554	1,919
Current maturities of long-term debt	5,451	0
Deferred revenue	291	450
Operating lease liability - current	465
Total current liabilities	9,817	2,584
Notes payable	2,814	0
Operating lease liability - non-current	316
Warrant liabilities	338	0
Total liabilities	13,285	2,584
Commitments and Contingencies
Stockholders’ Equity (Deficit)
Common stock par value $0.0001 per share, 300,000,000 authorized at December 31, 2022; 26,659,711 issued and outstanding as of December 31, 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)	3	2
Additional paid-in-capital	22,701	17,682
Accumulated deficit	(26,332)	(13,225)
Total stockholders’ equity (deficit)	(3,628)	4,459
Total liabilities and stockholders’ equity (deficit)	$ 9,657	$ 7,043

INCOME TAXES - Provision (Benefit) For Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 0	$ 0
State	1	1
International	2	1
Provision (benefit) for income taxes	$ 3	$ 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Product Information [Line Items]
Accumulated deficit	$ 26,332	$ 13,225
Net cash used in operating activities	14,518	7,884
Working capital	(1,500)
Cash and cash equivalents	$ 3,546	2,227
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Cash in excess of insured limits	$ 3,200
Contract assets amortization period	3 years
Property and equipment, useful life	3 years
Estimated useful life	3 years
Advertising expense	$ 174	$ 96
Software
Product Information [Line Items]
Property and equipment, useful life	3 years
One Customer \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Product Information [Line Items]
Concentration risk, percentage	11.00%	11.00%
One Customer \| Accounts Receivable \| Customer Concentration Risk
Product Information [Line Items]
Concentration risk, percentage	12.00%	28.00%

ACCOUNTS RECEIVABLE (Tables)

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Schedule of Accounts Receivable

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


	December 31,
	2022		2021
Accounts receivable	$	3,639	$	2,536
Unbilled receivables	731		806
Total receivables	4,370		3,342
Less allowance for doubtful accounts	(1,481)		(297)
Accounts receivable, net	$	2,889	$	3,045

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

As discussed in Note 2, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) in February 2016 (“Lease Standard”). 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. The Company adopted this standard on January 1, 2022.

SpringBig elected to take the cumulative transition approach to accounting for the adoption of the Lease Standard. This approach requires entities to apply the ASC 842 requirements in the period of adoption (i.e., assuming an adoption date of January 1, 2022, SpringBig’s comparative financial statements for the years ended December 31, 2022 and 2021 would need to apply ASC 842 only for the year ended December 31, 2022). As of the adoption date of January 1, 2022, the Company recorded ROU assets of $1.1 million and lease liabilities of $1.1 million. A cumulative effect adjustment to equity of $31,000 was recorded as of the adoption date.

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 $3,000 to $42,000 and expire on various dates through November 2024. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases.

In June of 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. Neither of these events had taken place as of December 31, 2022. 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 $846,000 and $644,000 for the years ended December 31, 2022 and 2021, respectively, which is recorded in general and administrative expenses on the consolidated statement of operations. Of the $846,000 for the year ended December 31, 2022, $515,000 related to operating leases under ASC 842 with the remainder attributable to common area maintenance, taxes, and other charges.

As of December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard.


	Year ended December 31,
	2022
Balance Sheet
Assets:
Right of Use Asset - Operating Lease	$	750
Liabilities
Current	465
Non-current	316
Total Operating Lease Liability	$	781

For the year ending December 31, 2022, the Company’s operating lease cost was $0.5 million. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows.


Other information
Operating lease cost	$	515
Operating cash flows from operating leases	$	318
Right-of-use assets obtained in exchange for new operating lease liabilities	$	150
Weighted-average remaining lease term — operating leases (months)	20.4
Weighted-average discount rate — operating leases	6%

As of December 31, 2022, the Company’s lease liabilities mature as follows:


Fiscal Year:	Operating Leases
2023	$	500
2024	322
Total lease payments	822
Less Imputed Interest	(41)
Present value of lease liabilities	$	781

PAYCHECK PROTECTION PROGRAM (Details) $ in Thousands	May 01, 2020 USD ($)
Paycheck Protection Program, CARES Act
Business Interruption Loss [Line Items]
Proceeds from convertible notes	$ 781

BUSINESS COMBINATIONS - Schedule Of Share Transactions In Reverse Recapitalization (Details) - shares	Jun. 14, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares, issued (in shares)	25,290,270	26,659,711	17,862,108
Common stock, shares, outstanding (in shares)	25,290,270	26,659,711	17,862,108
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

BUSINESS COMBINATIONS - Schedule Of Proceeds From Reverse Recapitalization (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jun. 14, 2022	Feb. 28, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Reverse Recapitalization [Line Items]
Amount available after paying TCAC redeeming stockholders	$ 8,771
Proceeds from convertible notes		$ 7,000	$ 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)	(8,679)
Net cash after closing	10,110
Convertible Notes Payable
Schedule Of Reverse Recapitalization [Line Items]
Proceeds from convertible notes	$ 10,000

NET LOSS PER SHARE - Anti-Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 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)	144,517	4,628,311
Shares subject to outstanding common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)		2,174,126
Shares subject to convertible notes stock conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	816,667	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
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	725,000	0

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

Total

Lease standard adoption

Common Stock

Affiliated Entity

^[2]

Additional Paid-in- Capital

Accumulated Deficit

Lease standard adoption

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 (in shares)

67,535

Stock-based compensation

595

Exercise of stock options (in shares)

94,553

Exercise of stock options

Issue of common stock (in shares)

39,762

Issue of common stock

Net loss

$ (5,750)

(5,750)

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

17,862,108

Ending balance at Dec. 31, 2021

$ 4,459

$ (31)

$ 2

17,682

(13,225)

$ (31)

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

Accounting standards update

Accounting Standards Update 2016-02

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

$ (31)

$ 2

17,682

(13,225)

$ (31)

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

Stock-based compensation

1,226

Exercise of stock options (in shares)

475,421

Exercise of stock options

140

Recapitalization (in shares)

7,093,744

Recapitalization

3,454

$ 1

3,453

Issue of common stock (in shares)

351,245

^[1]

877,193

Issue of common stock

^[1]

200

Net loss

$ (13,076)

Ending balance (in shares) at Dec. 31, 2022

26,659,711

Ending balance at Dec. 31, 2022

$ (3,628)

$ 3

22,701

(26,332)

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

25,290,270

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

Exercise of stock options (in shares)

135,090

Ending balance (in shares) at Dec. 31, 2022

26,659,711

Ending balance at Dec. 31, 2022

$ (3,628)

$ 3

$ 22,701

$ (26,332)

[1]	^During the year ended December 31, 2022 the Company issued 351,245 shares as repayment on the L1 Notes payable
[2]	*During the year ended December 31, 2022 the Company issued 877,193 shares to satisfy a $1.5 million commitment fee for the Cantor Equity Facility

CONVERTIBLE NOTE RECEIVABLE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Apr. 29, 2022	Dec. 31, 2021
Receivables [Abstract]
Convertible note receivable	$ 259	$ 250	$ 0
Note receivable, interest rate		5.00%
Interest income	$ 9

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2022, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	338		—		—		338
	$	338	$	—	$	—	$	338

Schedule of Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value for the year ended December 31, 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 at fair value	4,496
Change in fair value	(4,158)
Balance, December 31, 2022	$	338
Changes in fair value included in earnings for the period relating to liabilities held at December 31, 2022	$	(4,158)

INCOME TAXES - Narrative (Details) $ in Millions	Dec. 31, 2022 USD ($)
Domestic Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards, not subject to expiration	$ 26.4
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards, subject to expiration	27.2
Foreign Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards, subject to expiration	$ 2.2

15% CONVERTIBLE PROMISSORY NOTES

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

15% 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”).

Below is a summary of the impact of the revision for the two quarters ended June 30 and September 30, 2022, respectively.


	QUARTER ENDING
	June 30,				June 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	—	$	—	$	—
Notes payable	9,843		(692)		9,151
Carrying amount	$	9,843	$	(692)	$	9,151

Additional paid-in capital	$	21,825	$	692	$	22,517


	QUARTER ENDING
	September 30,				September 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	4,999	$	—	$	4,999
Notes payable	5,000		(692)		4,308
Carrying amount	$	9,999	$	(692)	$	9,307

Additional paid-in capital	$	21,855	$	692	$	22,547

The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig.

At December 31, 2022, the outstanding principal of the Secured Convertible Notes was $9.8 million with a carrying value of $8.3 million, net of discount of $1.5 million.

The Company recorded $356,000 and $0 of interest expense for the years ended December 31, 2022 and 2021, respectively.

- Definition

+ References

+ Details

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	December 31,
	2022		2021
Computer equipment	$	333	$	225
Furniture & Fixtures	15		—
Data warehouse	286		256
Software	197		196
Total Cost	831		677
Less accumulated depreciation and amortization	(456)		(197)
Property and Equipment	$	375	$	480

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Property and equipment, useful life	3 years
Depreciation and amortization	$ 259	$ 173

STOCKHOLDERS’ EQUITY - Conversions of Stock (Details)	Dec. 31, 2022 shares	Jun. 14, 2022 shares	Dec. 31, 2021 shares
Class of Stock [Line Items]
Common stock, shares, issued (in shares)	26,659,711	25,290,270	17,862,108
Common stock, shares, outstanding (in shares)	26,659,711	25,290,270	17,862,108
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 preferred stock, issued (in shares)		18,196,526
Common and preferred 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 preferred stock, issued (in shares)		30,691,232
Common and preferred 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
Preferred stock, shares outstanding (in shares)		5,088,944
SpringBig \| Series Seed Preferred
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)		6,911,715
Preferred stock, shares outstanding (in shares)		6,911,715

FAIR VALUE MEASUREMENTS - Schedule Of Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Derivative liability, noncurrent	$ 338	$ 0
Total Fair Value	338
Public warrants
Liabilities:
Derivative liability, noncurrent	338
Level 1
Liabilities:
Total Fair Value	338
Level 1 \| Public warrants
Liabilities:
Derivative liability, noncurrent	338
Level 2
Liabilities:
Total Fair Value	0
Level 2 \| Public warrants
Liabilities:
Derivative liability, noncurrent	0
Level 3
Liabilities:
Total Fair Value	0
Level 3 \| Public warrants
Liabilities:
Derivative liability, noncurrent	$ 0

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT) (Parenthetical) - CF Principal Investments LLC - Affiliated Entity - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022
Issue of common stock (in shares)	877,193	877,193
Due to related parties	$ 1.5	$ 1.5

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

+ References

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+ Details

INCOME TAXES - U.S. and Foreign Components of Income (loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S.	$ (11,825)	$ (4,979)
Foreign	(1,248)	(769)
Loss from operations	$ (13,073)	$ (5,748)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Jun. 14, 2022	Dec. 31, 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)	26,659,711	25,290,270	17,862,108
Common stock, shares, outstanding (in shares)	26,659,711	25,290,270	17,862,108

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Feb. 28, 2022
15.00% Convertible Notes \| Convertible Notes Payable
Interest rate	15.00%

AUDIT INFORMATION	12 Months Ended
AUDIT INFORMATION	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	Marcum LLP
Auditor Location	Fort Lauderdale, FL
Auditor Firm ID	688

REVENUE RECOGNITION

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

Effective January 1, 2022 the Company corrected the classification of credits given to customers to report the credits as a reduction of revenue.

Below is a summary of the impact of the revision for the previous year.


	December 31,				December 31,
	2021				2021
	As reported		Adjustment		Revised

Revenues	$	24,024	$	(662)	$	23,362
Cost of revenues	(6,929)		662		(6,267)
Gross profit	$	17,095	$	—	$	17,095

Below is a summary of the impact of the revision for the three quarters ended March 31, June 30, and September 30, 2022, respectively.


	QUARTER ENDING
	March 31,				March 31,
	2022				2022
	As reported		Adjustment		Revised

Revenues	$	6,364	$	(191)	$	6,173
Cost of revenues	(1,843)		191		(1,652)
Gross profit	$	4,521	$	—	$	4,521


	QUARTER ENDING						YEAR TO DATE
	June 30,				June 30,		June 30,				June 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	6,584	$	(130)	$	6,454	$	12,948	$	(321)	$	12,627
Cost of revenues	(1,998)		130		(1,868)		(3,841)		321		(3,520)
Gross profit	$	4,586	$	—	$	4,586	$	9,107	$	—	$	9,107


	QUARTER ENDING						YEAR TO DATE
	September 30,				September 30,		September 30,				September 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	7,456	$	(223)	$	7,233	$	20,404	$	(544)	$	19,860
Cost of revenues	(1,912)		223		(1,689)		(5,754)		544		(5,210)
Gross profit	$	5,544	$	—	$	5,544	$	14,650	$	—	$	14,650

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


	Year ended December 31,
	2022		2021
Revenue

Brand revenue	$	940	$	654
Retail revenue	25,689		22,708
Total Revenue	$	26,629	$	23,362

Geographic Information

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


	Year ended December 31,
	2022		2021
Brand revenue
United States	$	936	$	654
Canada	4		—
Retail revenue
United States	25,075		22,518
Canada	614		190
	$	26,629	$	23,362

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 year ended December 31, 2022 and 99% of total revenue for the year ended December 31, 2021.

CONTRACT ASSETS AND LIABILITIES

Contract Assets (Deferred Cost)

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


	December 31,
	2022		2021


Deferred sales commissions	$	333	$	364

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


	December 31,
	2022		2021

Deferred retail revenues	$	277	$	332
Deferred brands revenues	14		118
Contract liabilities	$	291	$	450

The movement in the contract liabilities during the years ended December 31, 2022 and 2021 comprised the following (in thousands):


	Year ended 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	18,310		13,512
Less revenue recognized during the period	(18,469)		(13,622)

Contract liabilities at end of the period	$	291	$	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

SENIOR SECURED CONVERTIBLE NOTES - Schedules (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Jun. 14, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Current maturities of long-term debt	$ 5,451	$ 4,999	$ 0		$ 0
Notes payable	2,814	4,308	9,151		0
Carrying amount		9,307	9,151
Additional paid-in-capital	$ 22,701	22,547	22,517		$ 17,682
As reported
Debt Instrument [Line Items]
Current maturities of long-term debt		4,999	0
Notes payable		5,000	9,843
Carrying amount		9,999	9,843
Additional paid-in-capital		21,855	21,825
Adjustment
Debt Instrument [Line Items]
Current maturities of long-term debt		0	0
Notes payable		(692)	(692)	$ (692)
Carrying amount		(692)	(692)
Additional paid-in-capital		$ 692	$ 692	$ 692

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

CONTRACT ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

CONTRACT ASSETS AND LIABILITIES

REVENUE RECOGNITION

Effective January 1, 2022 the Company corrected the classification of credits given to customers to report the credits as a reduction of revenue.

Below is a summary of the impact of the revision for the previous year.


	December 31,				December 31,
	2021				2021
	As reported		Adjustment		Revised

Revenues	$	24,024	$	(662)	$	23,362
Cost of revenues	(6,929)		662		(6,267)
Gross profit	$	17,095	$	—	$	17,095

Below is a summary of the impact of the revision for the three quarters ended March 31, June 30, and September 30, 2022, respectively.


	QUARTER ENDING
	March 31,				March 31,
	2022				2022
	As reported		Adjustment		Revised

Revenues	$	6,364	$	(191)	$	6,173
Cost of revenues	(1,843)		191		(1,652)
Gross profit	$	4,521	$	—	$	4,521


	QUARTER ENDING						YEAR TO DATE
	June 30,				June 30,		June 30,				June 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	6,584	$	(130)	$	6,454	$	12,948	$	(321)	$	12,627
Cost of revenues	(1,998)		130		(1,868)		(3,841)		321		(3,520)
Gross profit	$	4,586	$	—	$	4,586	$	9,107	$	—	$	9,107


	QUARTER ENDING						YEAR TO DATE
	September 30,				September 30,		September 30,				September 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	7,456	$	(223)	$	7,233	$	20,404	$	(544)	$	19,860
Cost of revenues	(1,912)		223		(1,689)		(5,754)		544		(5,210)
Gross profit	$	5,544	$	—	$	5,544	$	14,650	$	—	$	14,650

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


	Year ended December 31,
	2022		2021
Revenue

Brand revenue	$	940	$	654
Retail revenue	25,689		22,708
Total Revenue	$	26,629	$	23,362

Geographic Information

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


	Year ended December 31,
	2022		2021
Brand revenue
United States	$	936	$	654
Canada	4		—
Retail revenue
United States	25,075		22,518
Canada	614		190
	$	26,629	$	23,362

CONTRACT ASSETS AND LIABILITIES

Contract Assets (Deferred Cost)

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


	December 31,
	2022		2021


Deferred sales commissions	$	333	$	364

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


	December 31,
	2022		2021

Deferred retail revenues	$	277	$	332
Deferred brands revenues	14		118
Contract liabilities	$	291	$	450

The movement in the contract liabilities during the years ended December 31, 2022 and 2021 comprised the following (in thousands):


	Year ended 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	18,310		13,512
Less revenue recognized during the period	(18,469)		(13,622)

Contract liabilities at end of the period	$	291	$	450

- Definition

+ References

+ Details

SENIOR SECURED CONVERTIBLE NOTES - Narrative (Details) - USD ($)		1 Months Ended	12 Months Ended
	Jun. 14, 2022	Feb. 28, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022	Jun. 30, 2022
Debt Instrument [Line Items]
Proceeds from convertible notes		$ 7,000,000	$ 7,000,000	$ 0
Notes payable			2,814,000	0	$ 4,308,000	$ 9,151,000
Interest expense			$ 949,000	0
Adjustment
Debt Instrument [Line Items]
Notes payable	$ (692,000)				(692,000)	(692,000)
As reported
Debt Instrument [Line Items]
Notes payable					$ 5,000,000	$ 9,843,000
Secured Convertible Notes
Debt Instrument [Line Items]
Conversion price per share (in dollars per shares)	$ 12.00
Volume-weighted average price	93.00%
Warrants outstanding (in shares)			586,890
Warrants and rights outstanding	$ 147,000		$ 839,000
Maturity term	5 years
Secured Convertible Notes \| Measurement Input, Share Price
Debt Instrument [Line Items]
Convertible warrants, measurement input	4.28
Secured Convertible Notes \| Measurement Input, Conversion Price
Debt Instrument [Line Items]
Convertible warrants, measurement input	12.00
Secured Convertible Notes \| Measurement Input, Risk Free Interest Rate
Debt Instrument [Line Items]
Convertible warrants, measurement input	0.0361
Secured Convertible Notes \| Measurement Input, Price Volatility
Debt Instrument [Line Items]
Convertible warrants, measurement input	0.65
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]
Discount issued on convertible notes			1,500,000
Notes payable			8,300,000
Carrying value			9,800,000
Interest expense			$ 356,000	$ 0
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

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONSThe Company incurred software development and information technology related costs to a vendor related through common ownership to a major stockholder of approximately $153,000 and $408,000 for the years ended December 31, 2022 and 2021, respectively. These amounts are included in technology and software development expenses. At December 31, 2022 and 2021, the Company has recorded $3,000 and $4,000, respectively, in accounts payable related to this related party vendor.

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Supplemental Balance Sheet Information

As of December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard.


	Year ended December 31,
	2022
Balance Sheet
Assets:
Right of Use Asset - Operating Lease	$	750
Liabilities
Current	465
Non-current	316
Total Operating Lease Liability	$	781

Schedule of Lease Cost and Other Information

Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows.


Other information
Operating lease cost	$	515
Operating cash flows from operating leases	$	318
Right-of-use assets obtained in exchange for new operating lease liabilities	$	150
Weighted-average remaining lease term — operating leases (months)	20.4
Weighted-average discount rate — operating leases	6%

Schedule of Lease Liabilities Maturity

As of December 31, 2022, the Company’s lease liabilities mature as follows:


Fiscal Year:	Operating Leases
2023	$	500
2024	322
Total lease payments	822
Less Imputed Interest	(41)
Present value of lease liabilities	$	781

ACCOUNTS RECEIVABLE - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Bad debt expense	$ 1,474	$ 216

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2022	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Operating lease asset	$ 750	$ 750
Lease liabilities	781	781
Equity adjustment	$ (3,628)	$ (3,628)	$ 4,459		$ 9,526
Term of contract	98 months	98 months
Rent expense		$ 846
Rent expense, other		515
Rent payment			644
Operating lease liability - current	$ 465	465
Lease standard adoption
Lessee, Lease, Description [Line Items]
Equity adjustment			(31)
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Operating lease asset				$ 1,100
Lease liabilities				$ 1,100
Accounting Standards Update 2016-02 \| Lease standard adoption
Lessee, Lease, Description [Line Items]
Equity adjustment			$ (31)
Minimum
Lessee, Lease, Description [Line Items]
Monthly rent expense	38
Minimum \| Boca Raton, Florida, Seattle, Washington And Ontario, Canada
Lessee, Lease, Description [Line Items]
Monthly rent expense		3
Maximum
Lessee, Lease, Description [Line Items]
Monthly rent expense	$ 48
Maximum \| Boca Raton, Florida, Seattle, Washington And Ontario, Canada
Lessee, Lease, Description [Line Items]
Monthly rent expense		$ 42

PROPERTY AND EQUIPMENT - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total Cost	$ 831	$ 677
Less accumulated depreciation and amortization	(456)	(197)
Property and Equipment	375	480
Computer equipment
Property, Plant and Equipment [Line Items]
Total Cost	333	225
Furniture & Fixtures
Property, Plant and Equipment [Line Items]
Total Cost	15	0
Data warehouse
Property, Plant and Equipment [Line Items]
Total Cost	286	256
Software
Property, Plant and Equipment [Line Items]
Total Cost	$ 197	$ 196

PAYCHECK PROTECTION PROGRAM

12 Months Ended

Dec. 31, 2022

Unusual or Infrequent Items, or Both [Abstract]

PAYCHECK PROTECTION PROGRAM

15% 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”).

Below is a summary of the impact of the revision for the two quarters ended June 30 and September 30, 2022, respectively.


	QUARTER ENDING
	June 30,				June 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	—	$	—	$	—
Notes payable	9,843		(692)		9,151
Carrying amount	$	9,843	$	(692)	$	9,151

Additional paid-in capital	$	21,825	$	692	$	22,517


	QUARTER ENDING
	September 30,				September 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	4,999	$	—	$	4,999
Notes payable	5,000		(692)		4,308
Carrying amount	$	9,999	$	(692)	$	9,307

Additional paid-in capital	$	21,855	$	692	$	22,547

The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig.

At December 31, 2022, the outstanding principal of the Secured Convertible Notes was $9.8 million with a carrying value of $8.3 million, net of discount of $1.5 million.

The Company recorded $356,000 and $0 of interest expense for the years ended December 31, 2022 and 2021, respectively.

- Definition

+ References

+ Details

WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jun. 14, 2022	Jun. 13, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrant liabilities	$ 338			$ 0
Fair value gain on warrants	4,200
Estimate of Fair Value Measurement
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrant liabilities	$ 300
Redeemable Warrants \| Class A common stock
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants outstanding (in shares)		10,000,000	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)		1
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

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

12 Months Ended

Dec. 31, 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):


	December 31,
	2022		2021
Accrued wages, commission and bonus	$	1,145	$	805
Accrued professional fees	148		155
Other liabilities	261		959
Financial advisory fees payable	1,000		—


	$	2,554	$	1,919

ACCOUNTS RECEIVABLE - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivable	$ 3,639	$ 2,536
Unbilled receivables	731	806
Total receivables	4,370	3,342
Less allowance for doubtful accounts	(1,481)	(297)
Accounts receivable, net	$ 2,889	$ 3,045

FAIR VALUE MEASUREMENTS - Narratives (Details) $ / shares in Units, $ in Thousands	Dec. 31, 2022 USD ($) $ / shares	Jun. 14, 2022 USD ($) shares	Jun. 13, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, noncurrent \| $	$ 338			$ 0
Measurement Input, Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input \| $ / shares	0.0211
Estimate of Fair Value Measurement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, noncurrent \| $	$ 300
Redeemable Warrants \| Class A common stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares) \| shares		10,000,000	10,000,000
Exercise price of warrants (in dollars per share) \| $ / shares			$ 11.50
Number of shares issuable per each warrant (in shares) \| shares		1
Warrants and rights outstanding \| $		$ 6,000	$ 10,000
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

ACCRUED EXPENSES AND OTHER LIABILITIES

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER LIABILITIES

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


	December 31,
	2022		2021
Accrued wages, commission and bonus	$	1,145	$	805
Accrued professional fees	148		155
Other liabilities	261		959
Financial advisory fees payable	1,000		—


	$	2,554	$	1,919

NET LOSS PER SHARE - Narrative (Details) - shares	Dec. 31, 2022	Jun. 14, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Common stock, shares, issued (in shares)	26,659,711	25,290,270	17,862,108
Common stock, shares, outstanding (in shares)	26,659,711	25,290,270	17,862,108

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

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


	December 31,
	2022		2021
Computer equipment	$	333	$	225
Furniture & Fixtures	15		—
Data warehouse	286		256
Software	197		196
Total Cost	831		677
Less accumulated depreciation and amortization	(456)		(197)
Property and Equipment	$	375	$	480

The useful life of computer equipment, furniture and fixtures, software and the data warehouse is 3 years.

Depreciation and amortization expenses for the years ended December 31, 2022 and 2021 were $259,000 and $173,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment agreements with certain of its officers, Jeffrey Harris, CEO, and Paul Sykes, CFO, 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.

BENEFIT PLAN	12 Months Ended
BENEFIT PLAN	Dec. 31, 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 $502,000 and $239,000 for the years ended December 31, 2022 and 2021, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 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 “general and administrative expense” 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. 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.
Segments	Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.
Fair Value Measurements	Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. 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. .
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. 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 and Business Combinations	Transaction CostsThe 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. Business Combinations Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. The business combination was 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 in many respects. Under this method of accounting, Tuatara was treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy SpringBig was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Legacy SpringBig (i.e., a capital transaction involving the issuance of stock by Tuatara for stock of Legacy SpringBig). Accordingly, the consolidated assets, liabilities and results of operations of Legacy SpringBig became the historical financial statements of the combined company, and Tuatara’s assets, liabilities and results of operations were consolidated with Legacy SpringBig beginning on the acquisition date. Operations prior to the business combination are presented as those of Legacy SpringBig. The net assets of Tuatara were recognized at historical cost (which are consistent with carrying value), with no goodwill or other intangible assets recorded.
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.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter.
Property and Equipment	Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases.
Contract Assets (Deferred Commission), Contract Liabilities (Deferred Revenue), Revenue Recognition and Cost of Revenue	Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained. Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. Revenue Recognition On January 1, 2019, the Company adopted, using the full retrospective method, the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. We report revenue net of sales and other taxes collected from customers to be remitted to government authorities. For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the license to the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer - The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers - the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for software access and a specified volume of messaging credits plus, if any, optional purchases for additional credits. Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of messaging credits to be utilized over a specified period of time. The Company recognizes revenue monthly based on the credits used each month which depicts the best transfer of control. Set up fees – the Company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction - Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six to twelve months from brand customers. Allocating the Transaction Price - The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services. Customer discounts are netted against revenue and are recognized as incurred. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients - The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations.
Capitalized Software Development Costs, Technology and Software Development	Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which is generally three years. Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers.
Impairment of Long-Lived Assets	Impairment of Long-Lived AssetsThe Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.
Intangible Assets	Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of 3 years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets.
Selling, Servicing and Marketing Expenses, General and Administrative Expenses	Selling, Servicing and Marketing ExpensesSelling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses.
Stock-Based Compensation	Stock-Based Compensation ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant.
Earnings Per Share	Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share. Under the provisions of ASC 260, basic net income per share is computed by dividing the net income available to common shareholders by the weighted average common shares outstanding during the period. Diluted net income per share adjusts basic net income per share for the effects of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted earnings per share information separately for each class of equity instruments that participate in any income distribution with primary equity instruments. 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. 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.
Income Taxes	Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities.
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 December 31, 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 December 31, 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 December 31, 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 December 31, 2022. 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. The Company adopted this standard on January 1, 2022. As such, we determine if an arrangement is a lease at inception. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. The Company does not have any sales-type leases, for which the book value of the leased asset would be removed from the balance sheet and a net investment in sales-type lease would be recognized based on fixed payments under the contract and the residual value of the asset being leased. The Company has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for all classes of underlying assets. ROU assets are included in non-current assets and lease liabilities are included in current and non-current liabilities on the Company’s consolidated balance sheets. Operating lease expense is included in general and administrative expense on SpringBig’s consolidated statements of operations. Recent Accounting Pronouncements Not Yet Adopted 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.

ACCOUNTS RECEIVABLE

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

ACCOUNTS RECEIVABLE

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


	December 31,
	2022		2021
Accounts receivable	$	3,639	$	2,536
Unbilled receivables	731		806
Total receivables	4,370		3,342
Less allowance for doubtful accounts	(1,481)		(297)
Accounts receivable, net	$	2,889	$	3,045

Bad debt expense was $1.5 million and $216,000 for the years ending December 31, 2022 and 2021, respectively.

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 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)	(8,679)
Net cash after closing	$	10,110

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

RELATED PARTY TRANSACTIONS (Details) - Majority Shareholder - Software Development And Information Technology Related Costs - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Related party costs	$ 153	$ 408
Accounts payable, related party	$ 3	$ 4

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

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+ Details

WARRANT LIABILITIES	12 Months Ended
WARRANT LIABILITIES	Dec. 31, 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 are 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 December 31, 2022, the estimated fair value of the warrants is $0.3 million. The Company recorded a change in fair value gain of approximately $4.2 million for the year ended December 31, 2022. This amount is included in the statements of operations for the year ended December 31, 2022. The fair value is determined in accordance with ASC 820, Fair Value Measurement. See Note 19, Fair Value Measurements, to the accompanying consolidated financial statements for further information.

STOCKHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 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.

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+ Details

BUSINESS COMBINATIONS - Reverse Merger Narrative (Details) - USD ($)			1 Months Ended	3 Months Ended	12 Months Ended
	Jun. 14, 2022	Feb. 28, 2022	Feb. 28, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Apr. 29, 2022
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares, outstanding (in shares)	25,290,270				26,659,711	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		$ 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 (in dollars per share)							$ 0.0001
CF Principal Investments LLC \| Affiliated Entity
Schedule Of Reverse Recapitalization [Line Items]
Issue of common stock (in shares)				877,193	877,193
Due to related parties				$ 1,500,000	$ 1,500,000
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

15% CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)	1 Months Ended
15% CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)	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%
Aggregate principal amount	$ 7,000,000
Issue of common stock (in shares)	730,493
Share price (in dollars per share)	$ 10.00

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

The provision (benefit) for income taxes consist of the following, (in thousands):


	Years Ended December 31,
	2022		2021
Provision (benefit) for income taxes
Current
Federal	$	—	$	—
State	1		1
International	2		1
	$	3	$	2

U.S. and foreign components of loss from operations before income taxes were as follows (in thousands):


	Years Ended December 31,
	2022		2021
Loss from operations
U.S.	$	(11,825)	$	(4,979)
Foreign	(1,248)		(769)
	$	(13,073)	$	(5,748)

The Company’s actual provision (benefit) for income taxes from operations differ from the federal expected income tax provision as follows (in thousands):


	December 31, 2022				December 31, 2021
	Amount		Rate		Amount		Rate
U.S. federal income tax provision (benefit) at statutory rate	$	(2,754)	21	%	$	(1,207)	21	%
Increase (decrease) in taxes resulting from:
State income tax expense	1		5	%	1		—	%
Foreign income and losses taxed at different rates	(68)		1	%	(51)		1	%
Change in valuation allowance	4,122		(32)	%	1,620		(28)	%
Paycheck protection program forgiveness	—		—	%	(165)		3	%
Non-deductible or non-taxable items	(1,302)		5	%	(194)		3	%
Foreign income taxes	2		—	%	—		—	%
Effect of income tax rate changes on deferred items	2		—	%	(2)		—	%
Provision (benefit) for income taxes	$	3	—	%	$	2	—	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the

generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance as of December 31, 2022 and 2021, respectively. The deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets.

The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities for the years ended December 31, 2022 and 2021 are as follows (in thousands):


	Years Ended December 31,
	2022		2021
Deferred tax assets:
Accrued expenses and other liabilities	$	376	$	76
Net operating loss - US Federal	5,556		2,562
Net operating loss - US State	1,188		594
Net operating loss - Foreign	575		246
Property and equipment, net	8		—
Operating lease liability	198		—
Stock based compensation	215		132
Total gross deferred tax assets	$	8,116	$	3,610
Less: valuation allowance	(7,506)		(3,385)
Total deferred tax assets	610		225
Deferred tax liabilities:
Prepaid expenses and other assets	$	(420)	$	(191)
Operating lease right of use asset	(190)		—
Property and equipment, net	—		(34)
Total deferred tax liabilities	(610)		(225)

Net deferred income tax asset (liability)	$	—	$	—

The Company has incurred significant losses in recent periods. As a result, we maintained valuation allowances against our domestic and foreign deferred tax assets as of December 31, 2022 and 2021, to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions.

At December 31, 2022, the Company has federal net operating loss available to carryforward of approximately $26.4 million which will be carried forward indefinitely. Pursuant to IRC §382 of the Internal Revenue Code, the utilization of net operating loss carryforwards may be limited as a result of a cumulative change in stock ownership of more than 50% over a three-year period. The Company has not determined whether such a change has occurred and accordingly, the utilization of the net operating loss carryforwards may be subject to certain limitations.

The Company has state net and foreign operating loss available to carryforward of approximately $27.2 million and $2.2 million, respectively, which begin expiring in 2030 and 2037, respectively, as of December 31, 2022.

The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions

taken and has concluded that as of December 31, 2022 and 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements.

The Company accrues interest and penalties arising on the underpayment of taxes if the full benefit of a tax position is not recognized in the financial statements. In accordance with ASC 740, Accounting for Income Taxes, interest and penalties are recorded as income tax expense. There have been no penalties or interest paid or incurred during the twelve months ended December 31, 2022 and 2021, respectively.

Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, including federal and certain state taxing authorities. As of and for the twelve months ended December 31, 2022 and 2021, the Company did not have a liability for any unrecognized taxes. The Company has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will significantly change in the next twelve months. The Company’s 2019 through 2021 tax years are open for examination for federal and state taxing authorities.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 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”). Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $26.3 million as of December 31, 2022. Cash flows used in operating activities were $14.5 million and $7.9 million, for the twelve months ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had a working capital deficit of approximately $1.5 million, inclusive of $3.5 million in cash and cash equivalents to cover overhead expenses. 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 including, 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 of these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we concluded that there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying consolidated financial statements. 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 “general and administrative expense” 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. 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. Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. 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. 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 11% of total revenues for the twelve months ended December 31, 2022. By comparison, we had one customer that represented 11% of total revenues for the same period ended December 31, 2021. At December 31, 2022 and December 31, 2021, the same customer represented 12% 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 9, 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 December 31, 2022, 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 $3.2 million as of December 31, 2022. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained. Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which is generally three years. Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss in 2022 or 2021. Business Combinations Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. The business combination was 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 in many respects. Under this method of accounting, Tuatara was treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy SpringBig was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Legacy SpringBig (i.e., a capital transaction involving the issuance of stock by Tuatara for stock of Legacy SpringBig). Accordingly, the consolidated assets, liabilities and results of operations of Legacy SpringBig became the historical financial statements of the combined company, and Tuatara’s assets, liabilities and results of operations were consolidated with Legacy SpringBig beginning on the acquisition date. Operations prior to the business combination are presented as those of Legacy SpringBig. The net assets of Tuatara were recognized at historical cost (which are consistent with carrying value), with no goodwill or other intangible assets recorded. Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of 3 years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. Revenue Recognition On January 1, 2019, the Company adopted, using the full retrospective method, the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. We report revenue net of sales and other taxes collected from customers to be remitted to government authorities. For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the license to the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer - The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers - the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for software access and a specified volume of messaging credits plus, if any, optional purchases for additional credits. Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of messaging credits to be utilized over a specified period of time. The Company recognizes revenue monthly based on the credits used each month which depicts the best transfer of control. Set up fees – the Company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction - Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six to twelve months from brand customers. Allocating the Transaction Price - The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services. Customer discounts are netted against revenue and are recognized as incurred. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients - The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising costs were $174,000 and $96,000 for the years ended December 31, 2022 and December 31, 2021, respectively. Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. Stock-Based Compensation ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share. Under the provisions of ASC 260, basic net income per share is computed by dividing the net income available to common shareholders by the weighted average common shares outstanding during the period. Diluted net income per share adjusts basic net income per share for the effects of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted earnings per share information separately for each class of equity instruments that participate in any income distribution with primary equity instruments. Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2022 and 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. 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 December 31, 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 December 31, 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 December 31, 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 December 31, 2022. 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. The Company adopted this standard on January 1, 2022. As such, we determine if an arrangement is a lease at inception. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. The Company does not have any sales-type leases, for which the book value of the leased asset would be removed from the balance sheet and a net investment in sales-type lease would be recognized based on fixed payments under the contract and the residual value of the asset being leased. The Company has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for all classes of underlying assets. ROU assets are included in non-current assets and lease liabilities are included in current and non-current liabilities on the Company’s consolidated balance sheets. Operating lease expense is included in general and administrative expense on SpringBig’s consolidated statements of operations. Recent Accounting Pronouncements Not Yet Adopted 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.

REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total Revenue	$ 7,233	$ 6,454	$ 6,173	$ 12,627	$ 19,860	$ 26,629	$ 23,362
Brand revenue
Disaggregation of Revenue [Line Items]
Total Revenue						940	654
Brand revenue \| United States
Disaggregation of Revenue [Line Items]
Total Revenue						936	654
Brand revenue \| Canada
Disaggregation of Revenue [Line Items]
Total Revenue						4	0
Retail revenue
Disaggregation of Revenue [Line Items]
Total Revenue						25,689	22,708
Retail revenue \| United States
Disaggregation of Revenue [Line Items]
Total Revenue						25,075	22,518
Retail revenue \| Canada
Disaggregation of Revenue [Line Items]
Total Revenue						$ 614	$ 190

- Definition

+ References

+ Details

STOCK BASED COMPENSATION - Stock Options Outstanding (Details)	5 Months Ended	7 Months Ended	12 Months Ended
	Jun. 14, 2022 $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Number of Options
Outstanding beginning balance (in shares)		3,679,171
Options exercised (in shares)		(135,090)
Options forfeited (in shares)		(149,328)
Outstanding ending balance (in shares)	3,679,171	3,394,753	3,394,753
Weighted Average Exercise Price (Per Share)
Options exercised (in dollars per share) \| $ / shares		$ 0.30
Outstanding ending balance (in dollars per share) \| $ / shares		$ 0.57	$ 0.57
Conversion ratio	0.5929
Options vested and exercisable (in shares)		3,250,236	3,250,236
SpringBig
Number of Options
Outstanding beginning balance (in shares)	6,802,437	6,205,520	6,802,437
Options granted (in shares)	0
Options exercised (in shares)	(530,666)
Options forfeited (in shares)	(61,460)
Options cancelled (in shares)	(4,791)
Outstanding ending balance (in shares)	6,205,520			6,802,437
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	$ 1.11
Options cancelled (in dollars per share) \| $ / shares	$ 0.75
Outstanding ending balance (in dollars per share) \| $ / shares				$ 0.38
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years)			5 years 9 months 14 days	6 years 9 months 14 days
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share) \| $ / shares		$ 0.54	$ 0.54	$ 0.24
Options vested and exercisable (in shares)		3,250,236	3,250,236	4,628,311

NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (13,076)	$ (5,750)
Weighted-average common shares outstanding
Weighted-average common shares outstanding - basic (in shares)	22,287,828	17,771,960
Weighted-average common shares outstanding - diluted (in shares)	22,287,828	17,771,960
Net loss per common share, basic (in dollars per share)	$ (0.59)	$ (0.32)
Net loss per common share, diluted (in dollars per share)	$ (0.59)	$ (0.32)

- 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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+ Details

- Definition

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

+ References

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+ Details

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 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 December 31, 2022, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	338		—		—		338
	$	338	$	—	$	—	$	338

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 December 31, 2022, and the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings.

At December 31, 2022, the value of the public and private warrants was approximately $0.3 million using a closing price of $0.0211.

Changes in Fair Value


Warrants
Balance, January 1, 2022	$	—
Assumed in business combination at fair value	4,496
Change in fair value	(4,158)
Balance, December 31, 2022	$	338
Changes in fair value included in earnings for the period relating to liabilities held at December 31, 2022	$	(4,158)

During the year ended December 31, 2022, an aggregate of 6,000,000 private placement warrants issued for aggregate consideration of $6.0 million in connection with the business combination were transferred from Level 2 to Level 1 of the fair value hierarchy. These private placement warrants were not transferable, assignable or salable until 30 days after the completion of the business combination (i.e., until July 14, 2022). As of September 30, 2022, the Company was more than 30 days beyond the business combination and hence, the private placement warrants became marketable and Level 1.

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

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 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 December 31, 2022 and 2021, there were 26,659,711 and 17,862,108 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. 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 years ended December 31, 2022 and 2021, respectively (in thousands, except share and per share data).


	Years Ended December 31,
	2022		2021
Loss per share:
Numerator:
Net loss	$	(13,076)	$	(5,750)
Denominator
Weighted-average common shares outstanding
Basic and diluted	22,287,828		17,771,960

Net loss per common share
Basic and diluted	$	(0.59)	$	(0.32)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the years ended December 31, 2022 and 2021 were as follows:


	Years Ended December 31,
	2022	2021
Shares unvested and subject to exercise of stock options	144,517	4,628,311
Shares subject to outstanding common stock options	3,250,236	2,174,126
Shares subject to convertible notes stock conversion	816,667	—
Shares subject to warrants stock conversion	16,586,980	—
Shares subject to contingent earn out	10,500,000	—
Restricted stock units	725,000	—

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization Business Combination And Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

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 properly 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 10, 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 consummation of the Business Combination, Legacy SpringBig options were converted into options of SpringBig as disclosed in Note 16.

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. During the three months ended September 30, 2022, the Company issued 877,193 shares to satisfy a $1.5 million commitment fee for the Cantor Equity Facility.

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)	(8,679)
Net cash after closing	$	10,110

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 10, 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 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 year ended December 31, 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 December 31, 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 $65,000 and $60,000, respectively, for the years ended December 31, 2022 and 2021, which is included in general and administrative expenses in the consolidated statement of operation. The aggregate remaining amortization expense is approximately $71,000.

BUSINESS COMBINATIONS

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)	(8,679)
Net cash after closing	$	10,110

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

LEASES - Schedule of Lease Liabilities Mature (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 500
2024	322
Total lease payments	822
Less Imputed Interest	(41)
Present value of lease liabilities	$ 781

BENEFIT PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
BENEFIT PLAN (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Postemployment Benefits [Abstract]
Company matching contributions	$ 502	$ 239

LEASES - Schedule of Lease Cost and Other Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 515
Operating cash flows from operating leases	318
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 150
Weighted-average remaining lease term — operating leases (months)	20 years 4 months 24 days
Weighted-average discount rate — operating leases	6.00%

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 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 9, 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 business combination 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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 26,629	$ 23,362
Cost of revenues	6,701	6,267
Gross profit	19,928	17,095
Operating expenses
Selling, servicing and marketing	12,333	10,185
Technology and software development	11,353	8,410
General and administrative	12,542	5,032
Total operating expenses	36,228	23,627
Loss from operations	(16,300)	(6,532)
Interest income	18	3
Interest expense	(949)	0
Change in fair value of warrants	4,158	0
Forgiveness of PPP loan	0	781
Loss before income tax	(13,073)	(5,748)
Income tax expense	3	2
Net loss	$ (13,076)	$ (5,750)
Net loss per common share:
Basic (in dollars per share)	$ (0.59)	$ (0.32)
Diluted (in dollars per share)	$ (0.59)	$ (0.32)
Weighted-average common shares outstanding
Weighted-average common shares outstanding - basic (in shares)	22,287,828	17,771,960
Weighted-average common shares outstanding - diluted (in shares)	22,287,828	17,771,960

REVENUE RECOGNITION - Narrative (Details)	12 Months Ended
REVENUE RECOGNITION - Narrative (Details)	Dec. 31, 2022	Dec. 31, 2021
Geographic Concentration Risk \| Revenue from Contract with Customer Benchmark \| United States
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	98.00%	99.00%

BUSINESS COMBINATIONS - Purchase Price Allocation (Details) - Beaches Development Group LTD - USD ($) $ in Thousands	1 Months Ended
	Jan. 31, 2021	Dec. 31, 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

DESCRIPTION OF BUSINESS (Details)		1 Months Ended	12 Months Ended
DESCRIPTION OF BUSINESS (Details)	Jun. 14, 2022 USD ($)	Feb. 28, 2022 USD ($)	Dec. 31, 2022 USD ($) subsidiary	Dec. 31, 2021 USD ($)	Apr. 29, 2022 USD ($) $ / shares
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
Proceeds from convertible notes		$ 7,000,000	$ 7,000,000	$ 0
Amount available after paying TCAC redeeming stockholders	8,771,000
Proceeds from PIPE Financing	6,100,000
Payment of cash and noncash expenses	8,679,000
Net cash after closing	10,110,000
CF Principal Investments LLC
Business Acquisition [Line Items]
Stock sale program, authorized amount					$ 50,000,000
Sale of stock, price per share (in 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%

REVENUE RECOGNITION (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Summary of Impact of Change in Policy

Below is a summary of the impact of the revision for the two quarters ended June 30 and September 30, 2022, respectively.


	QUARTER ENDING
	June 30,				June 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	—	$	—	$	—
Notes payable	9,843		(692)		9,151
Carrying amount	$	9,843	$	(692)	$	9,151

Additional paid-in capital	$	21,825	$	692	$	22,517


	QUARTER ENDING
	September 30,				September 30,
	2022				2022
	As reported		Adjustment		Revised

Current maturities of long-term debt	$	4,999	$	—	$	4,999
Notes payable	5,000		(692)		4,308
Carrying amount	$	9,999	$	(692)	$	9,307

Additional paid-in capital	$	21,855	$	692	$	22,547

Below is a summary of the impact of the revision for the previous year.


	December 31,				December 31,
	2021				2021
	As reported		Adjustment		Revised

Revenues	$	24,024	$	(662)	$	23,362
Cost of revenues	(6,929)		662		(6,267)
Gross profit	$	17,095	$	—	$	17,095

Below is a summary of the impact of the revision for the three quarters ended March 31, June 30, and September 30, 2022, respectively.


	QUARTER ENDING
	March 31,				March 31,
	2022				2022
	As reported		Adjustment		Revised

Revenues	$	6,364	$	(191)	$	6,173
Cost of revenues	(1,843)		191		(1,652)
Gross profit	$	4,521	$	—	$	4,521


	QUARTER ENDING						YEAR TO DATE
	June 30,				June 30,		June 30,				June 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	6,584	$	(130)	$	6,454	$	12,948	$	(321)	$	12,627
Cost of revenues	(1,998)		130		(1,868)		(3,841)		321		(3,520)
Gross profit	$	4,586	$	—	$	4,586	$	9,107	$	—	$	9,107


	QUARTER ENDING						YEAR TO DATE
	September 30,				September 30,		September 30,				September 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	7,456	$	(223)	$	7,233	$	20,404	$	(544)	$	19,860
Cost of revenues	(1,912)		223		(1,689)		(5,754)		544		(5,210)
Gross profit	$	5,544	$	—	$	5,544	$	14,650	$	—	$	14,650

Schedule of Disaggregation of Revenue

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


	Year ended December 31,
	2022		2021
Revenue

Brand revenue	$	940	$	654
Retail revenue	25,689		22,708
Total Revenue	$	26,629	$	23,362

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


	Year ended December 31,
	2022		2021
Brand revenue
United States	$	936	$	654
Canada	4		—
Retail revenue
United States	25,075		22,518
Canada	614		190
	$	26,629	$	23,362

LEASES - Supplemental Balance Sheet Information (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Assets:
Right of Use Asset - Operating Lease	$ 750
Liabilities
Current	465
Non-current	316
Total Operating Lease Liability	$ 781

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSManagement has considered subsequent events through March 28, 2023, the date this report was issued, and there were no events that required additional disclosure.

STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 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 business combination, 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 years ended December 31, 2022 and 2021, compensation expense recorded in connection with the Company’s incentive plans was $1.2 million and $0.6 million, respectively. These are included in general and administrative expense on the statements of operations.

The following table summarizes information on stock options outstanding as of December 31, 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	6,802,437	$	0.38	4,628,311	6.79	$	0.24
Options granted	—
Options exercised	(530,666)	$	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	(135,090)	$	0.30
Options forfeited	(149,328)	$	1.11
Outstanding Balance, Dec. 31, 2022	3,394,753	$	0.57	3,250,236	5.79	$	0.54

The intrinsic value of the options exercised during the years ended December 31, 2022 and 2021 was $3.4 million and $81,000, respectively.

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 $0.9 million and is included in administrative expense on the statement of operations.

During the year ended December 31, 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.

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. By December 31, 2022, 36,500 of the Restricted Stock Units had been forfeited by terminated employees. After forfeitures, the outstanding number of Restricted Stock Units at December 31, 2022 was 725,000. The Restricted Stock Units vest over a 3 year period and have a weighted average remaining vesting term of 2.5 years. The compensation expense recognized for the year ended December 31, 2022 related to the Restricted Stock Units was $246,000 and the remaining expense of approximately $1.2 million will be recognized in future periods.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The provision (benefit) for income taxes consist of the following, (in thousands):


	Years Ended December 31,
	2022		2021
Provision (benefit) for income taxes
Current
Federal	$	—	$	—
State	1		1
International	2		1
	$	3	$	2

Schedule of U.S. and Foreign Components of Loss From Operations Before Income Taxes

U.S. and foreign components of loss from operations before income taxes were as follows (in thousands):


	Years Ended December 31,
	2022		2021
Loss from operations
U.S.	$	(11,825)	$	(4,979)
Foreign	(1,248)		(769)
	$	(13,073)	$	(5,748)

Schedule of Effective Income Tax Rate Reconciliation

The Company’s actual provision (benefit) for income taxes from operations differ from the federal expected income tax provision as follows (in thousands):


	December 31, 2022				December 31, 2021
	Amount		Rate		Amount		Rate
U.S. federal income tax provision (benefit) at statutory rate	$	(2,754)	21	%	$	(1,207)	21	%
Increase (decrease) in taxes resulting from:
State income tax expense	1		5	%	1		—	%
Foreign income and losses taxed at different rates	(68)		1	%	(51)		1	%
Change in valuation allowance	4,122		(32)	%	1,620		(28)	%
Paycheck protection program forgiveness	—		—	%	(165)		3	%
Non-deductible or non-taxable items	(1,302)		5	%	(194)		3	%
Foreign income taxes	2		—	%	—		—	%
Effect of income tax rate changes on deferred items	2		—	%	(2)		—	%
Provision (benefit) for income taxes	$	3	—	%	$	2	—	%

Schedule of Deferred Tax Assets and Liabilities


	Years Ended December 31,
	2022		2021
Deferred tax assets:
Accrued expenses and other liabilities	$	376	$	76
Net operating loss - US Federal	5,556		2,562
Net operating loss - US State	1,188		594
Net operating loss - Foreign	575		246
Property and equipment, net	8		—
Operating lease liability	198		—
Stock based compensation	215		132
Total gross deferred tax assets	$	8,116	$	3,610
Less: valuation allowance	(7,506)		(3,385)
Total deferred tax assets	610		225
Deferred tax liabilities:
Prepaid expenses and other assets	$	(420)	$	(191)
Operating lease right of use asset	(190)		—
Property and equipment, net	—		(34)
Total deferred tax liabilities	(610)		(225)

Net deferred income tax asset (liability)	$	—	$	—

CONTRACT ASSETS AND LIABILITIES - Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Contract assets consisted of the following as of:
Deferred sales commissions	$ 333	$ 364
Contract liabilities consisted of the following as of
Deferred revenue	291	450	$ 560
Retail revenue
Contract liabilities consisted of the following as of
Deferred revenue	277	332
Brand revenue
Contract liabilities consisted of the following as of
Deferred revenue	$ 14	$ 118

ACCRUED EXPENSES AND OTHER LIABILITIES - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued wages, commission and bonus	$ 1,145	$ 805
Accrued professional fees	148	155
Other liabilities	261	959
Financial advisory fees payable	1,000	0
Accrued expense and other current liabilities	$ 2,554	$ 1,919

- 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

+ Details

PREPAID EXPENSES AND OTHER CURRENT ASSETS - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 834	$ 15
Other prepaid expenses	582	828
Deposits	89	84
Total prepaid expenses and other current assets	$ 1,505	$ 927

CONTRACT ASSETS AND LIABILITIES - Movement in Contract Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022
The movement in the contract liabilities during each period comprised the following:
Contract liabilities at start of the period	$ 450	$ 450
Amounts invoiced during the period	13,512	18,310
Less revenue recognized during the period	$ (13,622)	(18,469)
Contract liabilities at end of the period		$ 291

STOCK BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Outstanding

The following table summarizes information on stock options outstanding as of December 31, 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	6,802,437	$	0.38	4,628,311	6.79	$	0.24
Options granted	—
Options exercised	(530,666)	$	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	(135,090)	$	0.30
Options forfeited	(149,328)	$	1.11
Outstanding Balance, Dec. 31, 2022	3,394,753	$	0.57	3,250,236	5.79	$	0.54

CONTRACT ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 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):


	December 31,
	2022		2021


Deferred sales commissions	$	333	$	364

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


	December 31,
	2022		2021

Deferred retail revenues	$	277	$	332
Deferred brands revenues	14		118
Contract liabilities	$	291	$	450

The movement in the contract liabilities during the years ended December 31, 2022 and 2021 comprised the following (in thousands):


	Year ended 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	18,310		13,512
Less revenue recognized during the period	(18,469)		(13,622)

Contract liabilities at end of the period	$	291	$	450

INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Amount
U.S. federal income tax provision (benefit) at statutory rate	$ (2,754)	$ (1,207)
State income tax expense	1	1
Foreign income and losses taxed at different rates	(68)	(51)
Change in valuation allowance	4,122	1,620
Paycheck protection program forgiveness	0	(165)
Non-deductible or non-taxable items	(1,302)	(194)
Foreign income taxes	2	0
Effect of income tax rate changes on deferred items	2	(2)
Income tax expense	$ 3	$ 2
Rate
U.S. federal income tax provision (benefit) at statutory rate	21.00%	21.00%
State income tax expense	5.00%	0.00%
Foreign income and losses taxed at different rates	1.00%	1.00%
Change in valuation allowance	(32.00%)	(28.00%)
Paycheck protection program forgiveness	0.00%	3.00%
Non-deductible or non-taxable items	5.00%	3.00%
Foreign income taxes	0.00%	0.00%
Effect of income tax rate changes on deferred items	0.00%	0.00%
Provision (benefit) for income taxes	0.00%	0.00%

INCOME TAXES - Deferred Income Tax Assets And Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Accrued expenses and other liabilities	$ 376	$ 76
Net operating loss - US Federal	5,556	2,562
Net operating loss - US State	1,188	594
Net operating loss - Foreign	575	246
Property and equipment, net	8	0
Operating lease liability	198	0
Stock based compensation	215	132
Total gross deferred tax assets	8,116	3,610
Less: valuation allowance	(7,506)	(3,385)
Total deferred tax assets	610	225
Deferred tax liabilities:
Prepaid expenses and other assets	(420)	(191)
Operating lease right of use asset	190	0
Property and equipment, net	0	(34)
Total deferred tax liabilities	(610)	(225)
Net deferred income tax asset (liability)	$ 0	$ 0