0001628280-23-038706 | 10-Q | XBRL Viewer

CONTRACT ASSETS AND LIABILITIES

REVENUE RECOGNITIONEffective 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 three and nine months ended September 30, 2022.


	Three Months Ended						Nine Months Ended
	September 30,				September 30,		September 30,				September 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	7,456	$	(224)	$	7,232	$	20,404	$	(545)	$	19,859
Cost of revenues	(1,912)		224		(1,688)		(5,754)		545		(5,209)
Gross profit	$	5,544	$	—	$	5,544	$	14,650	$	—	$	14,650

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue

Brand revenue	$	236	$	267	$	741	$	704
Retail revenue	6,652		6,965		20,518		19,155
Total Revenue	$	6,888	$	7,232	$	21,259	$	19,859

Geographic Information

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Brand revenue
United States	$	236	$	266	$	727	$	703
Canada	—		1		14		1
Retail revenue
United States	6,461		6,789		19,934		18,580
Canada	191		176		584		575
	$	6,888	$	7,232	$	21,259	$	19,859

Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 97% of total revenue for the three and nine months ended September 30, 2023 and September 30, 2022.

As of September 30, 2023 and December 31, 2022, substantially all of our long-lived assets were attributable to operations in the United States. An immaterial amount of assets are located in Canada.

CONTRACT ASSETS AND LIABILITIES

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


	September 30,		December 31,
	2023		2022


Deferred sales commissions	$	289	$	333

The movement in the contract assets during the nine months ended September 30, 2023 and the year ended December 31, 2022, comprised the following (in thousands):


	September 30,		December 31,
	2023		2022

Contract assets at start of the period	$	333	$	364
Expense deferred during the period	127		176
(less) amounts expensed during the period	(171)		(207)

Contract assets at end of the period	$	289	$	333

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


	September 30,		December 31,
	2023		2022

Deferred retail revenues	$	27	$	278
Deferred brands revenues	8		13
Contract liabilities	$	35	$	291

The movement in the contract liabilities during the nine months ended September 30, 2023 and the year ended December 31, 2022, comprised the following (in thousands):


	September 30,		December 31,
	2023		2022

Contract liabilities at start of the period	$	291	$	450
Amounts invoiced during the period	14,975		18,310
Less revenue recognized during the period	(15,231)		(18,469)

Contract liabilities at end of the period	$	35	$	291

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies Disclosure [Abstract]

STOCKHOLDERS’ EQUITY - Narrative (Details)			1 Months Ended	9 Months Ended
STOCKHOLDERS’ EQUITY - Narrative (Details)	May 31, 2023 USD ($) shares	Jun. 14, 2022 USD ($) day $ / shares shares	Feb. 28, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 $ / shares shares	Jun. 13, 2022 shares
Class of Stock [Line Items]
Common stock, shares, issued (in shares)		25,290,270		43,478,502		26,659,711
Common stock, shares, outstanding (in shares)		25,290,270		43,478,502		26,659,711
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		300,000,000
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
Proceeds from convertible notes \| $			$ 7,000,000	$ 0	$ 7,000,000
Public Equity Offering
Class of Stock [Line Items]
Cash proceeds raised \| $	$ 3,000,000
Shares issued in offering (in shares)	14,000,000
Cash proceeds from offering, net of transaction related fees \| $	$ 2,500,000
Public Equity Offering \| Convertible Notes
Class of Stock [Line Items]
Proceeds from convertible notes \| $	$ 1,250,000
Issue of common stock (in shares)	1,000,000
Contingent And Earnout Shares, Scenario One
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares)		7,000,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares		$ 12.00
Contingent and earnout shares, stock price threshold, triggering event period \| day		20
Contingent and earnout shares, stock price threshold, trading days period \| day		30
Contingent and earnout shares, stock price threshold, contingency period		60 months
Contingent And Earnout Shares, Scenario Two
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares)		2,250,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares		$ 15.00
Contingent and earnout shares, stock price threshold, triggering event period \| day		20
Contingent and earnout shares, stock price threshold, trading days period \| day		30
Contingent and earnout shares, stock price threshold, contingency period		60 months
Contingent And Earnout Shares, Scenario Three
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares)		1,250,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares		$ 18.00
Contingent and earnout shares, stock price threshold, triggering event period \| day		20
Contingent and earnout shares, stock price threshold, trading days period \| day		30
Contingent and earnout shares, stock price threshold, contingency period		60 months
Private Placement Warrant
Class of Stock [Line Items]
Warrants outstanding (in shares)		6,000,000
TCAC shareholders
Class of Stock [Line Items]
Common stock, shares, issued (in shares)		5,752,388
Common stock, shares, outstanding (in shares)		5,752,388
TCAC non-redeeming shareholders
Class of Stock [Line Items]
Issue of common stock (in shares)		1,752,388
TCAC initial shareholders
Class of Stock [Line Items]
Issue of common stock (in shares)		4,000,000
Legacy SpringBig shareholders
Class of Stock [Line Items]
Common stock, shares, issued (in shares)		8,362,933
Common stock, shares, outstanding (in shares)		8,362,933
Issue of common stock (in shares)		18,196,526
PIPE Investors without convertible securities holdings
Class of Stock [Line Items]
Issue of common stock (in shares)		1,310,000
PIPE Investors holding convertible notes
Class of Stock [Line Items]
Issue of common stock (in shares)		31,356
Class A common stock \| Redeemable Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)		10,000,000					10,000,000

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property and equipment, useful life	3 years		3 years
Depreciation and amortization	$ 100	$ 100	$ 199	$ 191

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 01, 2023

Dec. 31, 2022

Litigation settlement liability

$ 400

$ 800

Payments for legal settlements

100

Payments for legal settlements, other, installment amount

^[1]

263

Amounts from deferred payroll tax credits

2,000

Operating expenses offset

300

Deferred payroll tax credits

$ 1,751

$ 0

[1]	(2) Common shares issued in connection with settlement of litigation

BUSINESS COMBINATION - Schedule Of Share Transactions In Reverse Recapitalization (Details) - shares	Jun. 14, 2022	Sep. 30, 2023	Dec. 31, 2022
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares, issued (in shares)	25,290,270	43,478,502	26,659,711
Common stock, shares, outstanding (in shares)	25,290,270	43,478,502	26,659,711
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

SHORT-TERM CASH ADVANCE

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

SHORT-TERM CASH ADVANCE, ACCRUED EXPENSES AND OTHER LIABILITIES

SHORT-TERM CASH ADVANCEOn July 25, 2023, SpringBig Holdings, Inc. (the “Company”) entered into an agreement (the “Cash Advance”) with Cedar Advance LLC (“Cedar”) to sell $1.4 million of future receivables to Cedar in exchange for an advance of $1.0 million. The Cash Advance is repaid at an estimated rate of $49,000 per week until paid in full. The Company paid $53,000 in underwriting fees upon entering into the Cash Advance. The Company incurred approximately $0.2 million of interest expense related to the Cash Advance for the three and nine months ended September 30, 2023.ACCRUED EXPENSES AND OTHER LIABILITIES

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


	September 30,		December 31,
	2023		2022
Accrued wages, commission and bonus	$	818	$	1,145
Accrued expenses	268		148
Deferred financial advisory fees	1,000		1,006
Other liabilities	290		255


	$	2,376	$	2,554

BUSINESS COMBINATION (Tables)

9 Months Ended

Sep. 30, 2023

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

BUSINESS COMBINATION - Narrative (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Jun. 14, 2022

Apr. 29, 2022

Feb. 28, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Schedule Of Reverse Recapitalization [Line Items]

Common stock, shares, outstanding (in shares)

25,290,270

43,478,502

26,659,711

Payment to redeeming stockholders

$ 191,437,817

Net proceeds from reverse recapitalization transaction

18,789,000

Gross proceeds available at closing

25,135,000

Proceeds from convertible notes

$ 7,000,000

$ 0

$ 7,000,000

Amount available after paying TCAC redeeming stockholders

8,771,000

Proceeds from PIPE Financing

6,100,000

Change in fair value of convertible notes

^[1]

$ 18,000

Schedule Of Reverse Recapitalization [Line Items]

Proceeds from convertible notes

10,000,000

Accrued interest payable, current

$ 305,000

15.00% Convertible Notes | Change in fair value of convertible notes

Schedule Of Reverse Recapitalization [Line Items]

Stock Election Shareholders

730,493

Interest rate

15.00%

Repayments of debt

$ 7,000,000

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

CF Principal Investments LLC

1,752,388

Schedule Of Reverse Recapitalization [Line Items]

Stock sale program, authorized amount

$ 50,000,000

Sale of stock, price per share (dollars per share)

$ 0.0001

CF Principal Investments LLC | Affiliated Entity

Schedule Of Reverse Recapitalization [Line Items]

877,193

$ 1,500,000

Schedule Of Reverse Recapitalization [Line Items]

877,193

PIPE Investors

1,341,356

[1]	(1) Common shares issued in exchange for services rendered

REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total Revenue	$ 6,888	$ 7,232	$ 21,259	$ 19,859
Brand revenue
Disaggregation of Revenue [Line Items]
Total Revenue	236	267	741	704
Brand revenue \| United States
Disaggregation of Revenue [Line Items]
Total Revenue	236	266	727	703
Brand revenue \| Canada
Disaggregation of Revenue [Line Items]
Total Revenue	0	1	14	1
Retail revenue
Disaggregation of Revenue [Line Items]
Total Revenue	6,652	6,965	20,518	19,155
Retail revenue \| United States
Disaggregation of Revenue [Line Items]
Total Revenue	6,461	6,789	19,934	18,580
Retail revenue \| Canada
Disaggregation of Revenue [Line Items]
Total Revenue	$ 191	$ 176	$ 584	$ 575

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reverse Recapitalization Business Combination And Asset Acquisition [Abstract]

CONVERTIBLE NOTE RECEIVABLE	9 Months Ended
CONVERTIBLE NOTE RECEIVABLE	Sep. 30, 2023
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 which is payable at maturity. 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 equity securities of the borrower in the event that the borrower issues and sells shares to investors on or before the maturity date, subject to certain other conditions. In the event that the Convertible Note Receivable remains outstanding on the maturity date, then the outstanding principal balance and any unpaid accrued interest shall automatically convert into equity securities of the borrower. Should the borrower consummate a change of control while this note remains outstanding, the borrower shall repay the Company in cash in an amount equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal. The conversion price is based on the occurrence of certain actions by the issuer. The Company earned $3,000 and $10,000 in interest income on the Convertible Note Receivable for the three and nine months ended September 30, 2023, respectively. The Company earned $3,000 and $9,000 in interest income on the Convertible Note Receivable for the three and nine months ended September 30, 2022, respectively.

15% CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
15% CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)	Jun. 14, 2022	Feb. 28, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Short-Term Debt [Line Items]
Interest expense			$ 400,000	$ 320,000	$ 1,114,000	$ 632,000
Change in fair value of convertible notes
Short-Term Debt [Line Items]
Accrued interest payable, current	$ 305,000	$ 305,000
15.00% Convertible Notes \| Change in fair value of convertible notes
Short-Term Debt [Line Items]
Interest rate	15.00%	15.00%
Aggregate principal amount		$ 7,000,000
Issue of common stock (in shares)	730,493	730,493
Share price (in dollars per share)		$ 10.00
Interest expense				$ 216,000		$ 305,000

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (7,032)	$ (8,535)
Adjustments to reconcile net loss to net used in operating activities:
Depreciation and amortization	199	191
Discount amortization on convertible note	633	146
Stock-based compensation expense	606	1,226
Bad debt expense	833	280
Accrued interest on convertible notes	(13)	27
Amortization of operating lease right of use assets	393	0
Change in fair value of warrants	(258)	(3,691)
Changes in operating assets and liabilities:
Accounts receivable	(1,815)	(1,990)
Prepaid expenses and other current assets	292	(1,499)
Contract assets	44	16
Accounts payable and other liabilities	1,558	1,630
Operating lease liabilities	(403)	0
Deferred payroll tax credits	1,751	0
Deferred revenue	(256)	(120)
Net cash provided by (used in) operating activities	(3,468)	(12,318)
Cash flows from investing activities:
Purchase of convertible note	(10)	(256)
Purchases of property and equipment	(249)	(143)
Net cash used in investing activities	(259)	(399)
Cash flows from financing activities:
Business combination, net of cash acquired	0	10,185
Proceeds from short-term cash advance	1,000	0
Repayment of short-term cash advance	(220)	0
Proceeds from convertible notes	0	7,000
Proceeds from related party payable	125	0
Repayment of convertible notes	(3,088)	0
Proceeds from issuance of common stock	2,661	0
Cost of equity issuance	(278)	0
Proceeds from exercise of stock options	274	112
Net cash (used in) provided by financing activities	474	17,297
Net increase (decrease) in cash and cash equivalents	(3,253)	4,580
Cash and cash equivalents at beginning of period	3,546	2,227
Cash and cash equivalents at end of period	293	6,807
Supplemental cash flows disclosures
Conversion of convertible note and outstanding interest into common stock	1,250	7,305
Warrant assumed in business combination at estimated fair value	0	4,496
Right-of-use assets in exchange for new operating lease liabilities	165	0
Legal settlements satisfied through issuance of common stock	263	0
Satisfaction of professional fees through issuance of commons stock	18	0
Cost of equity issuance deducted from proceeds	342	0
Interest paid	$ 467	$ 0

BUSINESS COMBINATION

9 Months Ended

Sep. 30, 2023

BUSINESS COMBINATION

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

Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, in addition to the $7.0 million Convertible Notes which were issued in February 2022 and were converted into common stock at the Closing, see Note 11, 15% Convertible Promissory Notes, to these consolidated financial statements for further information. Of the amounts received, approximately $8.8 million represents remaining funds for unredeemed shares from the TCAC trust; $6.1 million from PIPE Financing proceeds and $10.0 million from the Secured Convertible Note.

On April 29, 2022, the Company entered into the Stock Purchase Agreement with Cantor, which was subsequently amended on July 20, 2022, and later cancelled August 30, 2023. While this agreement was in effect, the Company, in its sole discretion, had the right, but not the obligation, to issue and sell to Cantor, and Cantor was required to purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. In connection with the facility, the Company incurred a $1.5 million commitment fee, which it settled in exchange for 877,193 shares of common stock.

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


Amount available after paying TCAC redeeming stockholders	$	8,771
Proceeds from convertible notes	10,000
Proceeds from PIPE Financing	6,100
TCAC operating account	264
Gross proceeds available at closing	25,135
Expenses paid at closing	(6,346)
Net cash to Legacy SpringBig at closing	$	18,789
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig)	(8,679)
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 11, 15% Convertible Promissory Note, to these consolidated financial statements for further information.

BUSINESS COMBINATION

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Principles of Consolidation	The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation	The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Foreign Currency	Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “other comprehensive income” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements.
Deferred Payroll Tax Credits	Deferred Payroll Tax Credits The Company may be eligible to receive certain payroll tax credits as a result of governmental legislation. Due to the complexities in calculating and qualifying for payroll tax credits, any benefits we may receive are uncertain and may significantly differ from our current estimates. Accordingly, we record any benefits related to these types of credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations.
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, equity-based compensation, and the allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain a credit loss reserve for doubtful accounts. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required, on our current accounts receivable balances. See Effective Accounting Pronouncements within this Note below for further information.
Transaction Costs	Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 10, Business Combination, to these consolidated financial statements for further information.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with three commercial banks.
Allowance for Credit Losses	Allowance for Credit Losses The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses ("ACL") is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly.
Effective Accounting Pronouncements	Effective Accounting Pronouncements 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. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2023. 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. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2023.
Fair Value Measurements	The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. .
Net Loss Per Share	Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options. Basic and diluted net loss per share was the same for each period presented, given that there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

9 Months Ended

Sep. 30, 2023

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):


	September 30,		December 31,
	2023		2022
Prepaid insurance	$	605	$	834
Other prepaid expenses	509		582
Deposits	99		89

	$	1,213	$	1,505

WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 14, 2022	Jun. 13, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, noncurrent	$ 80		$ 80		$ 338
Change in fair value of warrants	347	$ 811	258	$ 3,691
Estimate of Fair Value Measurement
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, noncurrent	$ 80		$ 80		$ 338
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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT) (UNAUDITED) (Parenthetical)	3 Months Ended
	Sep. 30, 2023 shares
CF Principal Investments LLC \| Affiliated Entity
Issue of common stock (in shares)	877,193

STOCKHOLDERS’ EQUITY - Conversions of Stock (Details)	Sep. 30, 2023 shares	Dec. 31, 2022 shares	Jun. 14, 2022 shares
Class of Stock [Line Items]
Common stock, shares, issued (in shares)	43,478,502	26,659,711	25,290,270
Common stock, shares, outstanding (in shares)	43,478,502	26,659,711	25,290,270
Recapitalization exchange ratio			0.59289
SpringBig
Class of Stock [Line Items]
Common stock, shares, issued (in shares)			8,362,933
Common stock, shares, outstanding (in shares)			8,362,933
Common and referred stock, issued (in shares)			18,196,526
Common and referred stock, outstanding (in shares)			18,196,526
Series B Preferred
Class of Stock [Line Items]
Recapitalization exchange ratio			0.59289
Series B Preferred \| SpringBig
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)			2,718,522
Preferred stock, shares outstanding (in shares)			2,718,522
Series A Preferred
Class of Stock [Line Items]
Recapitalization exchange ratio			0.59289
Series A Preferred \| SpringBig
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)			3,017,184
Preferred stock, shares outstanding (in shares)			3,017,184
Series Seed Preferred
Class of Stock [Line Items]
Recapitalization exchange ratio			0.59289
Series Seed Preferred \| SpringBig
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)			4,097,887
Preferred stock, shares outstanding (in shares)			4,097,887
Legacy SpringBig
Class of Stock [Line Items]
Common stock, shares, issued (in shares)			14,105,371
Common stock, shares, outstanding (in shares)			14,105,371
Common and referred stock, issued (in shares)			30,691,232
Common and referred stock, outstanding (in shares)			30,691,232
Legacy 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
Legacy 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
Legacy 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

LEASES

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

LEASES

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 right of use 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 Toronto, 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 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 September 30, 2023. The new lease term is for 98 months. Monthly rental payments range from $38,000 to $48,000 over the life of the lease.

As of September 30, 2023 and December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Lease Standard.


	September 30,		December 31,
	2023		2022
Balance Sheet
Assets:
Right of Use Asset - Operating Lease	$	522	$	750
Liabilities
Current	390		465
Non-current	153		316
Total Operating Lease Liability	$	543	$	781

For the nine months ended September 30, 2023 and September 30, 2022, the Company’s operating lease cost was $343,000 and $382,000, respectively. For the three months ended September 30, 2023 and September 30, 2022, the Company’s operating lease cost was $117,000 and $129,000, respectively. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows.


	Nine Months Ended September 30,
Other information	2023
Operating lease cost	$	343
Operating cash flows paid to operating leases	$	357
Right-of-use assets in exchange for new operating lease liabilities	$	165
Weighted-average remaining lease term — operating leases (months)	21.2
Weighted-average discount rate — operating leases	6.99%

As of September 30, 2023, the Company’s lease liabilities mature as follows:


Fiscal Year:	Operating Leases
2023	$	100
2024	371
2025	50
2026	50
2027	8
Total lease payments	579
Less imputed interest	(36)
Present value of lease liabilities	$	543

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Concentration Risk [Line Items]
Accumulated deficit	$ 33,364		$ 33,364		$ 26,332
Net cash used in operating activities			3,468	$ 12,318
Working capital	(6,800)		(6,800)
Cash and cash equivalents	$ 293		$ 293		$ 3,546
One Customer \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	10.00%	13.00%	11.00%
One Customer \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage			17.00%		12.00%

DESCRIPTION OF BUSINESS	9 Months Ended
DESCRIPTION OF BUSINESS	Sep. 30, 2023
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,”, “our”, 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 primary 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 10, 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 Capital 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 11, 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. On September 1, 2023, (i) the Board of Directors of SpringBig Holdings, Inc. determined that it would not be in the best interest of the Company or its shareholders to meet the continued listing requirements of the Nasdaq Capital Market, (ii) the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) that it was withdrawing its appeal of the Nasdaq Listings Qualification staff’s delist determination dated March 7, 2023, for the Company’s failure to meet the market value of listed securities requirement in Nasdaq Listing Rule 5450(b)(2)(A) and (iii) the Company received a letter from Nasdaq confirming (a) the withdrawal of the appeal, (b) as a result of the withdrawal, the Company’s common stock and public warrants would be suspended at the open of business on September 5, 2023 and (c) Nasdaq would file a Form 25 Notification of Delisting with the SEC when all of its internal procedural periods have run. The letter also noted that the Company failed to meet the minimum bid price requirement in Nasdaq Listing Rule 5450(a)(1). The Company has taken the steps necessary so that its common stock is now quoted for trading on the OTCQX® Best Market and its public warrants are now quoted for trading on the OTC Market under their current trading symbols “SBIG” and “SBIGW,” respectively, following the delisting from trading on the Nasdaq Capital Market. The Company’s common stock started trading on the OTCQX® Best Market on September 6, 2023. The Company remains a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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


	September 30,		December 31,
	2023		2022
Accrued wages, commission and bonus	$	818	$	1,145
Accrued expenses	268		148
Deferred financial advisory fees	1,000		1,006
Other liabilities	290		255


	$	2,376	$	2,554

STOCK BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Outstanding

The following table summarizes information on stock options outstanding as of September 30, 2023 under the Legacy Incentive Plan:


	Options Outstanding			Options Vested and Exercisable
	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, 2023	3,394,753	$	0.57	3,250,236	5.54	$	0.54
Options granted	—
Options exercised	(727,233)	$	0.38
Options forfeited	(25,876)	$	0.82
Options cancelled	—	$	—
Outstanding Balance, September 30, 2023	2,641,644	$	0.62	2,569,385	5.05	$	0.61

Schedule of Restricted Stock Units Outstanding

The following table summarizes information on Restricted Stock Units outstanding as of September 30, 2023 under the 2022 Incentive Plan:


	Restricted Stock Units Outstanding
	Number of RSUs	Weighted Average Fair Value (Per Share)		Weighted Average Vesting (Years)
Outstanding Balance, January 1, 2022
RSUs granted	761,500	$	1.97
RSUs forfeited	(36,500)
Outstanding Balance, January 1, 2023	725,000	$	1.97
RSUs granted	1,889,000	0.58
RSUs forfeited	(13,500)	$	1.97
RSUs vested and common stock issued	(225,655)	$	1.97
Outstanding Balance, September 30, 2023	2,374,845	$	0.87	2.4

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2023
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 $4,000 and $12,000 for the three and nine months ended September 30, 2023, respectively. For the three and nine months ended September 30, 2022, expenditures related to the same vendor were $44,000 and $107,000, respectively. Amounts due to this related party were $0 and $3,000 at September 30, 2023 and December 31, 2022, respectively, and the related expense is recorded to technology and software development costs on the consolidated statements of operations.During the month ended September 30, 2023, SpringBig’s CEO, Jeffrey Harris, loaned the Company $125,000 for use in operations. The balance outstanding is included in accrued expenses and other current liabilities on the balance sheet. During the month ended October 31, 2023, the Company repaid Mr. Harris in full with $2,000 of interest calculated at a rate of 20% per annum.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

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

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating lease asset	$ 522		$ 522			$ 750
Present value of lease liabilities	543		543			781
Equity adjustment	$ 5,865	$ (98)	$ 5,865	$ (98)	$ 3,643	$ 3,628	$ (3,127)		$ (4,459)
Term of contract	98 months		98 months
Operating lease cost	$ 117	$ 129	$ 343	$ 382
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
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Operating lease asset								$ 1,100
Present value of lease liabilities								$ 1,100
Accounting Standards Update 2016-02 \| Cumulative Effect, Period of Adoption, Adjustment
Lessee, Lease, Description [Line Items]
Equity adjustment									$ 31

CONVERTIBLE NOTE RECEIVABLE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Apr. 30, 2022
Receivables [Abstract]
Convertible note receivable	$ 269		$ 269		$ 259	$ 250
Note receivable, interest rate						5.00%
Interest income	$ 3	$ 3	$ 10	$ 9

NET LOSS PER SHARE - Narrative (Details) - shares	Sep. 30, 2023	Dec. 31, 2022	Jun. 14, 2022
Earnings Per Share [Abstract]
Common stock, shares, issued (in shares)	43,478,502	26,659,711	25,290,270
Common stock, shares, outstanding (in shares)	43,478,502	26,659,711	25,290,270

DESCRIPTION OF BUSINESS (Details) $ in Thousands		1 Months Ended	9 Months Ended
DESCRIPTION OF BUSINESS (Details) $ in Thousands	Jun. 14, 2022 USD ($)	Feb. 28, 2022 USD ($)	Sep. 30, 2023 USD ($) subsidiary	Sep. 30, 2022 USD ($)
Business Acquisition [Line Items]
Number of subsidiaries \| subsidiary			1
Recapitalization exchange ratio	0.59289
Net proceeds from reverse recapitalization transaction	$ 18,789
Gross proceeds available at closing	25,135
Proceeds from convertible notes		$ 7,000	$ 0	$ 7,000
Amount available after paying TCAC redeeming stockholders	8,771
Proceeds from PIPE Financing	6,100
Payment of cash and noncash expenses	8,679
Net cash after closing	10,110
Change in fair value of convertible notes
Business Acquisition [Line Items]
Proceeds from convertible notes	$ 10,000
Change in fair value of convertible notes \| 15.00% Convertible Notes
Business Acquisition [Line Items]
Interest rate	15.00%	15.00%

FAIR VALUE MEASUREMENTS - Narratives (Details) $ / shares in Units, $ in Thousands	Sep. 30, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Jun. 14, 2022 shares	Jun. 13, 2022 $ / shares shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, noncurrent \| $	$ 80	$ 338
Measurement Input, Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input (in dollars per share) \| $ / shares	0.005
Estimate of Fair Value Measurement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, noncurrent \| $	$ 80	$ 338
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
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
Public warrants \| Estimate of Fair Value Measurement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, noncurrent \| $	$ 100

NET LOSS PER SHARE - Anti-Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Shares unvested and subject to exercise of stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	72,259	168,603
Shares subject to outstanding common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,569,385	3,423,488
Shares subject to convertible notes stock conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5,461,929	916,667
Shares subject to warrants stock conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	16,586,980	16,586,980
Shares subject to contingent earn out
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	10,500,000	10,500,000
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,374,845	761,500

BENEFIT PLAN (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
BENEFIT PLAN (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Postemployment Benefits [Abstract]
Company matching contributions	$ 84	$ 64	$ 373	$ 160

STOCK BASED COMPENSATION - Stock Options Outstanding (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Number of Options
Outstanding beginning balance (in shares)	3,394,753
Options granted (in shares)	0
Options exercised (in shares)	(727,233)
Options forfeited (in shares)	(25,876)
Options cancelled (in shares)	0
Outstanding ending balance (in shares)	2,641,644	3,394,753
Weighted Average Exercise Price (Per Share)
Outstanding beginning balance (in dollars per share)	$ 0.57
Options exercised (in dollars per share)	0.38
Options forfeited (in dollars per share)	0.82
Options cancelled (in dollars per share)	0
Outstanding ending balance (in dollars per share)	$ 0.62	$ 0.57
Options Vested and Exercisable, Number Of Options (in shares)	2,569,385	3,250,236
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years)	5 years 18 days	5 years 6 months 14 days
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share)	$ 0.61	$ 0.54

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE

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

As of September 30, 2023 and 2022, there were 43,478,502 and 26,211,914 shares of common stock issued and outstanding, respectively.

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

The following table reconciles basic and diluted earnings per share for the nine months ended September 30, 2023 and 2022, respectively (in thousands, except share and per share data).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Loss per share:
Numerator:
Net loss	$	(2,742)	$	(3,059)	$	(7,032)	$	(8,535)
Denominator
Weighted-average common shares outstanding
Basic and diluted	41,897,995		25,629,910		33,452,502		20,928,363

Net loss per common share
Basic and diluted	$	(0.07)	$	(0.12)	$	(0.21)	$	(0.41)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the nine months ended September 30, 2023 and 2022 were as follows:


	Nine Months Ended September 30,
	2023	2022
Shares unvested and subject to exercise of stock options	72,259	168,603
Shares subject to outstanding common stock options	2,569,385	3,423,488
Shares subject to convertible notes stock conversion	5,461,929	916,667
Shares subject to warrants stock conversion	16,586,980	16,586,980
Shares subject to contingent earn out	10,500,000	10,500,000
Restricted stock units	2,374,845	761,500

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

Total

Common Stock

Additional Paid-in Capital

Accumulated Deficit

17,862,108

Beginning balance at Dec. 31, 2021

$ 4,459

$ 2

$ 17,682

$ (13,225)

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

Exercise of stock options (in shares)

1,226

378,869

Exercise of stock options

112

Recapitalization (in shares)

7,093,744

Recapitalization

2,836

$ 1

2,835

^[1]

877,193

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

(8,535)

26,211,914

Ending balance at Sep. 30, 2022

$ 3

21,855

(21,760)

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

25,290,270

Beginning balance at Jun. 30, 2022

3,127

$ 3

21,825

(18,701)

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

Exercise of stock options (in shares)

44,451

Exercise of stock options

^[1]

877,193

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

(3,059)

26,211,914

Ending balance at Sep. 30, 2022

$ 98

$ 3

21,855

(21,760)

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

26,659,711

Beginning balance at Dec. 31, 2022

$ (3,628)

$ 3

22,701

(26,332)

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

Exercise of stock options (in shares)

$ 606

606

727,233

Exercise of stock options

$ 274

274

^[2]

150,000

^[2]

^[3]

1,700,000

^[3]

263

^[4]

9,900,000

^[4]

2,384

$ 1

2,383

^[5]

4,115,903

^[5]

1,250

RSU vesting (in shares)

225,655

Ending balance (in shares) at Sep. 30, 2023

$ (7,032)

(7,032)

43,478,502

Ending balance at Sep. 30, 2023

$ (5,865)

$ 4

27,495

(33,364)

Beginning balance (in shares) at Jun. 30, 2023

41,402,847

Beginning balance at Jun. 30, 2023

(3,643)

$ 4

26,975

(30,622)

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

239

^[2]

150,000

^[2]

^[3]

1,700,000

^[3]

263

RSU vesting (in shares)

225,655

Ending balance (in shares) at Sep. 30, 2023

$ (2,742)

(2,742)

43,478,502

Ending balance at Sep. 30, 2023

$ (5,865)

$ 4

$ 27,495

$ (33,364)

[1]	(1) During Q3 2022, the Company issued 877,193 shares related to a commitment fee for the Cantor Equity Line
[2]	(1) Common shares issued in exchange for services rendered
[3]	(2) Common shares issued in connection with settlement of litigation
[4]	(1) Equity raise
[5]	(2) Conversion of Senior Secured Convertible Notes in exchange for common shares

ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Receivables [Abstract]
Bad debt expense	$ 400	$ 100	$ 833	$ 280

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 293	$ 3,546
Accounts receivable, net	3,871	2,889
Contract assets	289	333
Prepaid expenses and other current assets	1,213	1,505
Total current assets	5,666	8,273
Operating lease asset	522	750
Property and equipment, net	425	375
Convertible note receivable	269	259
Total assets	6,882	9,657
Current liabilities:
Accounts payable	2,622	1,056
Accrued expenses and other current liabilities	2,376	2,554
Short-term cash advance	780	0
Current maturities of long-term debt	4,560	5,451
Deferred payroll tax credits	1,751	0
Deferred revenue	35	291
Operating lease liability - current	390	465
Total current liabilities	12,514	9,817
Notes payable	0	2,814
Operating lease liability - non-current	153	316
Warrant liabilities	80	338
Total liabilities	12,747	13,285
Commitments and Contingencies
Stockholders’ Deficit
Common stock par value $0.0001 per share, 300,000,000 authorized at September 30, 2023; 43,478,502 issued and outstanding as of September 30, 2023; (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)	4	3
Additional paid-in-capital	27,495	22,701
Accumulated deficit	(33,364)	(26,332)
Total stockholders’ deficit	(5,865)	(3,628)
Total liabilities and stockholders’ deficit	$ 6,882	$ 9,657

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Sep. 30, 2023

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

Schedule of Prepaid Expenses and Other Current Assets

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


	September 30,		December 31,
	2023		2022
Prepaid insurance	$	605	$	834
Other prepaid expenses	509		582
Deposits	99		89

	$	1,213	$	1,505

SHORT-TERM CASH ADVANCE (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
SHORT-TERM CASH ADVANCE (Details) - USD ($) $ in Thousands	Jul. 25, 2023	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts payable		$ 2,622	$ 2,622	$ 1,056
Cedar Advance LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Future receivables to be sold	$ 1,400
Accounts payable	1,000
Financing receivable, cash advance, weekly amount	49
Payments for underwriting expense	$ 53
Interest expense		$ 200	$ 200

Amount of the cost of borrowed funds accounted for as interest expense.

BUSINESS COMBINATION - Schedule Of Proceeds From Reverse Recapitalization (Details) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended
	Jun. 14, 2022	Feb. 28, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule Of Reverse Recapitalization [Line Items]
Amount available after paying TCAC redeeming stockholders	$ 8,771
Proceeds from convertible notes		$ 7,000	$ 0	$ 7,000
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
Change in fair value of convertible notes
Schedule Of Reverse Recapitalization [Line Items]
Proceeds from convertible notes	$ 10,000

REVENUE RECOGNITION - Narrative (Details)	3 Months Ended		9 Months Ended
REVENUE RECOGNITION - Narrative (Details)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Geographic Concentration Risk \| Revenue from Contract with Customer Benchmark \| United States
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	97.00%	97.00%	97.00%	97.00%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Property, Plant and Equipment [Abstract]

LEASES - Schedule of Lease Cost and Other Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 117	$ 129	$ 343	$ 382
Operating cash flows paid to operating leases			357
Right-of-use assets in exchange for new operating lease liabilities			$ 165	$ 0
Weighted-average remaining lease term — operating leases (months)	21 years 2 months 12 days		21 years 2 months 12 days
Weighted-average discount rate — operating leases	6.99%		6.99%

ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Accounts receivable	$ 5,346	$ 3,639
Unbilled receivables	839	731
Total Receivables	6,185	4,370
Less allowance for credit losses	(2,314)	(1,481)
Accounts receivable, net	$ 3,871	$ 2,889

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited consolidated financial statements have been prepared in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and therefore do not include certain information, accounting policies, and footnote disclosure information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for future periods or for the year ending December 31, 2023. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022, as reported in the 2022 Annual Report on Form 10-K. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $33.4 million as of September 30, 2023. Cash flows used in operating activities were $3.5 million for the nine months ended September 30, 2023. As of September 30, 2023, the Company had a working capital deficit of approximately $6.8 million, inclusive of $0.3 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 but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers, 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 “other comprehensive income” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. Deferred Payroll Tax Credits The Company may be eligible to receive certain payroll tax credits as a result of governmental legislation. Due to the complexities in calculating and qualifying for payroll tax credits, any benefits we may receive are uncertain and may significantly differ from our current estimates. Accordingly, we record any benefits related to these types of credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. 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, equity-based compensation, and the allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain a credit loss reserve for doubtful accounts. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required, on our current accounts receivable balances. See Effective Accounting Pronouncements within this Note below for further information. We had one customer representing 13% of our total revenues for the three and nine months ended September 30, 2023. The same customer represented 10% and 11% of total revenues for the three and nine months ended September 30, 2022, respectively. At September 30, 2023, the same customer represented 17% of accounts receivable, and represented 12% of accounts receivable at December 31, 2022. 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 10, Business Combination, to these consolidated financial statements for further information. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with three commercial banks. As of September 30, 2023 the Company’s cash balances in interest and non-interest bearing deposit accounts were below the federally insured limits of $250,000 per financial institution. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. Allowance for Credit Losses The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses ("ACL") is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly. Effective Accounting Pronouncements 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. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2023. 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. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended September 30, 2023.

LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets:
Right of Use Asset - Operating Lease	$ 522	$ 750
Liabilities
Current	390	465
Non-current	153	316
Total Operating Lease Liability	$ 543	$ 781

PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 605	$ 834
Other prepaid expenses	509	582
Deposits	99	89
Total prepaid expenses and other current assets	$ 1,213	$ 1,505

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2023

PROPERTY AND EQUIPMENT

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


	September 30,		December 31,
	2023		2022
Computer equipment	$	361	$	333
Furniture and fixtures	119		15
Data warehouse	286		286
Software	314		197
Total Cost	1,080		831
Less accumulated depreciation and amortization	(655)		(456)
Property and Equipment	$	425	$	375

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

Depreciation and amortization expense for the three and nine months ended September 30, 2023 was $0.1 million and $0.2 million, respectively. Depreciation and amortization expense for the three and nine months

ended September 30, 2022 was $0.1 million and $0.2 million, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations.

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s full valuation allowance against its deferred tax assets.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Fair Value, Liabilities Measured on Recurring Basis

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

The balances of the Company’s liabilities measured at fair value on a recurring basis as of September 30, 2023, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	80		—		—		80
	$	80	$	—	$	—	$	80

Schedule of Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value in the public warrants for the nine months ended September 30, 2023,


Warrants
Balance, January 1, 2023	$	338
Change in fair value	(258)
Balance, September 30, 2023	$	80
Changes in fair value included in earnings for the period relating to liabilities held at September 30, 2023	$	(258)

15% CONVERTIBLE PROMISSORY NOTES	9 Months Ended
15% CONVERTIBLE PROMISSORY NOTES	Sep. 30, 2023
Debt Disclosure [Abstract]
15% CONVERTIBLE PROMISSORY 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. During the three and nine months ended September 30, 2022, the Company recorded $216,000 and $305,000 of interest expense on the Convertible Notes, respectively. SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which, along with equal principal payments through June 2024, are due in cash in arrears beginning six months after the notes’ issuance. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 was also issued in a private placement with the purchaser party thereto. To determine the fair value of the Convertible Warrant, the Company performed a Black-Scholes calculation as of June 14, 2022 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. 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 sheets. 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 issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions; adopt certain amendments to our governing documents, among other restrictions; and maintain the Nasdaq minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1). The Notes also contain customary events of default. On May 24, 2023 and May 25, 2023, the Company entered into amendments to the Secured Convertible Notes which provide, among other provisions, amended repayment terms, including extending the term to March 2025, and an adjustment in the conversion share price to $1.00, and amended the warrant exercise price to $1.00. The Company accounted for the amendments as a debt modification pursuant to ASC 470-50-40-10. The impact to the financial statements of the debt modification was not significant. As noted in Note 1, on September 5, 2023, Nasdaq filed a Form 25 Notification of Delisting with respect to Springbig’s common stock and public warrants with the SEC. While delisting is an event of default under the terms of the Secured Convertible Notes, the holder has not exercised its right to accelerate payment. The holder is entitled to certain remedies upon an event of default, including but not limited to, conversion at the mandatory default amount of 115% of the principal amount of the Secured Convertible Notes at the default conversion price of 0.80 times the market price of our common stock. As a result of the default, the debt has been classified as current on the Company’s consolidated balance sheet. At September 30, 2023, the outstanding principal of the Secured Convertible Notes was $5.5 million with a carrying value of $4.6 million, net of a discount of $0.9 million. At December 31, 2022, the outstanding principal of the Secured Convertible Notes was $11.0 million with a carrying value of $10.0 million. The Company recorded $240,000 and $960,000 of interest expense related to the Secured Convertible Notes for the three and nine months ended September 30, 2023, respectively. Interest expense for the three and nine months ended September 30, 2022 was $320,000 and $632,000, respectively.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

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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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Management has considered subsequent events through November 13, 2023, the date this report was issued, and there were no events that required additional disclosure. On October 12, 2023 the Company issued 575,000 shares of common stock to the holder of the Secured Convertible Notes as consideration for conversion of $50,000 of the outstanding principal on the Notes. On October 16, 2023 the Company entered into an agreement (the “ACF Cash Advance”) with Agile Capital Funding, LLC (“ACF”) to sell $1.1 million of future receivables to ACF in exchange for an advance of $750,000. The ACF Cash Advance is repaid at an estimated weekly rate of $41,000 per week. The Company paid $37,000 in underwriting fees upon entering the ACF Cash Advance.

STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITYThe Consolidated Statements of Changes in Stockholders' Equity reflect the reverse recapitalization on June 14, 2022, as discussed in Note 10, 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 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 (as defined below) 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 conversion rate of all preferred stock was at a one to one ratio to common stock. The preferred shares of stock were converted to SpringBig common stock at the Closing Date.

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


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

Sponsor Escrow Agreement

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

Contingent and Earnout Shares

The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the merger and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be

entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions:

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

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

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

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

On May 31, 2023, SpringBig raised gross cash proceeds of approximately $3.0 million through a public equity offering and in addition $1.25 million of the outstanding principal of the Secured Convertible Notes were converted into common shares. In aggregate, 14.0 million common shares were issued, of which, approximately 1.0 million related to conversion of a portion of the Secured Convertible Notes to common shares on June 15, 2023. The cash proceeds from the public equity offering, after payment of transaction related fees, were $2.5 million and these funds were in part used to make further repayments of principal of the Secured Convertible Notes and in part for general corporate purposes.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Accounts Receivable

FAIR VALUE MEASUREMENTS - Schedule Of Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Liabilities:
Derivative liability, noncurrent	$ 80	$ 338
Total Fair Value	80
Public warrants
Liabilities:
Derivative liability, noncurrent	80
Level 1
Liabilities:
Total Fair Value	80
Level 1 \| Public warrants
Liabilities:
Derivative liability, noncurrent	80
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

ACCOUNTS RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

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


	September 30,		December 31,
	2023		2022
Accounts receivable	$	5,346	$	3,639
Unbilled receivables	839		731
Total Receivables	6,185		4,370
Less allowance for credit losses	(2,314)		(1,481)
Accounts receivable, net	$	3,871	$	2,889

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Jun. 14, 2022
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	300,000,000
Common stock, shares, issued (in shares)	43,478,502	26,659,711	25,290,270
Common stock, shares, outstanding (in shares)	43,478,502	26,659,711	25,290,270

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMITTMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment agreements with Jeffrey Harris, CEO of SpringBig, and Paul Sykes, CFO of SpringBig, which became effective as of the consummation of the business combination. Litigation The Company evaluates the possible resolution of any legal and other contingencies when losses are possible in accordance with ASC 450, Contingencies (“ASC 450”). Significant judgment is required in both the determination of the probability of an outcome as well as the determination of an estimate of the amount of any potential loss. During the three months ended September 30, 2023, the Company settled a dispute concerning the granting in 2017 of a non-exclusive, perpetual license to install and use certain of the Company’s software and derivative works, subject to certain limitations, including being restricted to industries other than cannabis. As a result of the settlement, the Company recorded a liability of approximately $0.8 million. As of September 30, 2023, the Company has settled a portion of this liability through cash payments of $0.1 million and an equity issuance of $0.3 million. The remaining $0.4 million will be paid in equal installments of $40,000 on the last day of each month until the balance is settled in full. Employee Retention Payroll Tax Credits In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide economic and other relief as a result of the COVID-19 pandemic. The CARES Act includes, among other items, provisions relating to refundable employee retention payroll tax credits. Due to the complex nature of the employee retention credit computations, any benefits we may receive are uncertain and may significantly differ from our current estimates. We plan to record any benefit related to these credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. During the nine months ended September 30, 2023, we received $2.0 million related to these credits, recorded a liability of $0.3 million to a consultant through accounts payable. We have deferred recognition of remaining $1.8 million, which is recorded as deferred payroll tax credits on the consolidated balance sheets.

CONTRACT ASSETS AND LIABILITIES - Movement in Contract Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Contract with Customer, Assets [Roll Forward]
Contract assets at start of the period	$ 333	$ 364
Expense deferred during the period	127	176
(less) amounts expensed during the period	(171)	(207)
Contract assets at end of the period	$ 289	$ 333

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	September 30,		December 31,
	2023		2022
Computer equipment	$	361	$	333
Furniture and fixtures	119		15
Data warehouse	286		286
Software	314		197
Total Cost	1,080		831
Less accumulated depreciation and amortization	(655)		(456)
Property and Equipment	$	425	$	375

REVENUE RECOGNITION

9 Months Ended

Sep. 30, 2023

REVENUE RECOGNITION

REVENUE RECOGNITIONEffective 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 three and nine months ended September 30, 2022.


	Three Months Ended						Nine Months Ended
	September 30,				September 30,		September 30,				September 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	7,456	$	(224)	$	7,232	$	20,404	$	(545)	$	19,859
Cost of revenues	(1,912)		224		(1,688)		(5,754)		545		(5,209)
Gross profit	$	5,544	$	—	$	5,544	$	14,650	$	—	$	14,650

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue

Brand revenue	$	236	$	267	$	741	$	704
Retail revenue	6,652		6,965		20,518		19,155
Total Revenue	$	6,888	$	7,232	$	21,259	$	19,859

Geographic Information

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Brand revenue
United States	$	236	$	266	$	727	$	703
Canada	—		1		14		1
Retail revenue
United States	6,461		6,789		19,934		18,580
Canada	191		176		584		575
	$	6,888	$	7,232	$	21,259	$	19,859

As of September 30, 2023 and December 31, 2022, substantially all of our long-lived assets were attributable to operations in the United States. An immaterial amount of assets are located in Canada.

CONTRACT ASSETS AND LIABILITIES

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


	September 30,		December 31,
	2023		2022


Deferred sales commissions	$	289	$	333

The movement in the contract assets during the nine months ended September 30, 2023 and the year ended December 31, 2022, comprised the following (in thousands):


	September 30,		December 31,
	2023		2022

Contract assets at start of the period	$	333	$	364
Expense deferred during the period	127		176
(less) amounts expensed during the period	(171)		(207)

Contract assets at end of the period	$	289	$	333

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


	September 30,		December 31,
	2023		2022

Deferred retail revenues	$	27	$	278
Deferred brands revenues	8		13
Contract liabilities	$	35	$	291

The movement in the contract liabilities during the nine months ended September 30, 2023 and the year ended December 31, 2022, comprised the following (in thousands):


	September 30,		December 31,
	2023		2022

Contract liabilities at start of the period	$	291	$	450
Amounts invoiced during the period	14,975		18,310
Less revenue recognized during the period	(15,231)		(18,469)

Contract liabilities at end of the period	$	35	$	291

Schedule of Stock Issued and Outstanding

LEASES - Schedule of Lease Liability Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023	$ 100
2024	371
2025	50
2026	50
2027	8
Total lease payments	579
Less imputed interest	(36)
Present value of lease liabilities	$ 543	$ 781

STOCKHOLDERS’ EQUITY (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

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

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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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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

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

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

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

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

Liabilities measured at fair value on a recurring basis

The balances of the Company’s liabilities measured at fair value on a recurring basis as of September 30, 2023, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	80		—		—		80
	$	80	$	—	$	—	$	80

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

Warrant liabilities

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

The Company utilizes a fair value approach to account for its warrants based on the quoted price at September 30, 2023, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings.

At September 30, 2023, the value of the public warrants was approximately $0.1 million using a closing price of $0.005.

Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value in the public warrants for the nine months ended September 30, 2023,


Warrants
Balance, January 1, 2023	$	338
Change in fair value	(258)
Balance, September 30, 2023	$	80
Changes in fair value included in earnings for the period relating to liabilities held at September 30, 2023	$	(258)

There were no transfers of financial liabilities between levels of the fair value hierarchy during the nine months ended September 30, 2023.

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.

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.

SHORT-TERM CASH ADVANCE, ACCRUED EXPENSES AND OTHER LIABILITIES

CONTRACT ASSETS AND LIABILITIES - Movement in Contract Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Contract with Customer, Liability [Roll Forward]
Contract liabilities at start of the period	$ 291	$ 450
Amounts invoiced during the period	14,975	18,310
Less revenue recognized during the period	(15,231)	(18,469)
Contract liabilities at end of the period	$ 35	$ 291

ACCRUED EXPENSES AND OTHER LIABILITIES

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

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


	September 30,		December 31,
	2023		2022
Accrued wages, commission and bonus	$	818	$	1,145
Accrued expenses	268		148
Deferred financial advisory fees	1,000		1,006
Other liabilities	290		255


	$	2,376	$	2,554

WARRANT LIABILITIES	9 Months Ended
WARRANT LIABILITIES	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANT LIABILITIES	WARRANT LIABILITIES Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per share, for aggregate consideration of $10.0 million as part of the units offered by the prospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company accounts for the warrants in accordance with the guidance contained in ASC 815 Derivatives and Hedging, under which the warrants do not meet the criteria for equity treatment and hence recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in our statement of operations. At September 30, 2023, the estimated fair value of the warrants is $80,000. At December 31, 2022, the estimated fair value of the warrants was $338,000. The Company recorded a change in fair value gain of approximately $347,000 for the three months ended September 30, 2023 and a fair value gain of approximately $258,000 for the nine months ended September 30, 2023. The Company recorded a change in fair value gain of approximately $0.8 million and $3.7 million for the three and nine months ended September 30, 2022, respectively. These amounts are included in the consolidated statements of operations. 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.

SENIOR SECURED CONVERTIBLE NOTES (Details)			1 Months Ended	3 Months Ended		9 Months Ended
SENIOR SECURED CONVERTIBLE NOTES (Details)	Sep. 05, 2023	Jun. 14, 2022 USD ($) $ / shares	Feb. 28, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	May 25, 2023 $ / shares	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Proceeds from convertible notes			$ 7,000,000			$ 0	$ 7,000,000
Notes payable				$ 0		0			$ 2,814,000
Interest expense				$ 400,000	$ 320,000	$ 1,114,000	632,000
Secured Convertible Notes
Debt Instrument [Line Items]
Conversion price per share (in dollars per share) \| $ / shares		$ 12.00						$ 1.00
Volume-weighted average price		93.00%
Warrants outstanding (in shares) \| shares				586,890		586,890
Warrants and rights outstanding				$ 839,000		$ 839,000
Maturity term		5 years
Exercise price of warrants (in dollars per share) \| $ / shares								$ 1.00
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
Debt Instrument [Line Items]
Proceeds from convertible notes		$ 10,000,000
Senior Secured Original Issue Discount Convertible Note \| Convertible Notes
Debt Instrument [Line Items]
Discount issued on convertible notes				900,000		900,000
Percentage of principal amount of convertible notes	115.00%
Debt default conversion ratio	0.80
Carrying value				5,500,000		5,500,000			11,000,000
Notes payable				4,600,000		4,600,000			$ 10,000,000
Interest expense				$ 240,000	$ 320,000	$ 960,000	$ 632,000
Tranche One \| Convertible Notes
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

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Reconciliation of Actual Basic and Diluted Earnings Per Share

The following table reconciles basic and diluted earnings per share for the nine months ended September 30, 2023 and 2022, respectively (in thousands, except share and per share data).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Loss per share:
Numerator:
Net loss	$	(2,742)	$	(3,059)	$	(7,032)	$	(8,535)
Denominator
Weighted-average common shares outstanding
Basic and diluted	41,897,995		25,629,910		33,452,502		20,928,363

Net loss per common share
Basic and diluted	$	(0.07)	$	(0.12)	$	(0.21)	$	(0.41)

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 nine months ended September 30, 2023 and 2022 were as follows:


	Nine Months Ended September 30,
	2023	2022
Shares unvested and subject to exercise of stock options	72,259	168,603
Shares subject to outstanding common stock options	2,569,385	3,423,488
Shares subject to convertible notes stock conversion	5,461,929	916,667
Shares subject to warrants stock conversion	16,586,980	16,586,980
Shares subject to contingent earn out	10,500,000	10,500,000
Restricted stock units	2,374,845	761,500

ACCOUNTS RECEIVABLE

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

ACCOUNTS RECEIVABLE

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


	September 30,		December 31,
	2023		2022
Accounts receivable	$	5,346	$	3,639
Unbilled receivables	839		731
Total Receivables	6,185		4,370
Less allowance for credit losses	(2,314)		(1,481)
Accounts receivable, net	$	3,871	$	2,889

Bad debt expense was $0.4 million and $0.1 million for three month periods ended September 30, 2023 and 2022, respectively. Bad debt expense was $0.8 million and $0.3 million for the nine months ended September 30, 2023 and 2022, respectively.

NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss	$ (2,742)	$ (3,059)	$ (7,032)	$ (8,535)
Denominator
Weighted-average common shares outstanding - basic (in shares)	41,897,995	25,629,910	33,452,502	20,928,363
Weighted-average common shares outstanding - diluted (in shares)	41,897,995	25,629,910	33,452,502	20,928,363
Net loss per common share, basic (in dollars per share)	$ (0.07)	$ (0.12)	$ (0.21)	$ (0.41)
Net loss per common share, diluted (in dollars per share)	$ (0.07)	$ (0.12)	$ (0.21)	$ (0.41)

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

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

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-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

REVENUE RECOGNITION (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Impact of Change in Policy

Below is a summary of the impact of the revision for the three and nine months ended September 30, 2022.


	Three Months Ended						Nine Months Ended
	September 30,				September 30,		September 30,				September 30,
	2022				2022		2022				2022
	As reported		Adjustment		Revised		As reported		Adjustment		Revised

Revenues	$	7,456	$	(224)	$	7,232	$	20,404	$	(545)	$	19,859
Cost of revenues	(1,912)		224		(1,688)		(5,754)		545		(5,209)
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):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue

Brand revenue	$	236	$	267	$	741	$	704
Retail revenue	6,652		6,965		20,518		19,155
Total Revenue	$	6,888	$	7,232	$	21,259	$	19,859

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Brand revenue
United States	$	236	$	266	$	727	$	703
Canada	—		1		14		1
Retail revenue
United States	6,461		6,789		19,934		18,580
Canada	191		176		584		575
	$	6,888	$	7,232	$	21,259	$	19,859

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Oct. 31, 2023	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Technology and software development			$ 1,912	$ 2,811	$ 6,257	$ 8,358
Accounts payable		$ 2,622	2,622		2,622		$ 1,056
Majority Shareholder
Related Party Transaction [Line Items]
Technology and software development			4	$ 44	12	$ 107
Accounts payable		0	$ 0		$ 0		$ 3
Mr. Harris, CEO
Related Party Transaction [Line Items]
Loan amount		$ 125
Mr. Harris, CEO \| Subsequent Event
Related Party Transaction [Line Items]
Repayments of related party debt	$ 2
Interest rate	20.00%

COVER - shares	9 Months Ended
COVER - shares	Sep. 30, 2023	Nov. 12, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		44,053,502
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001801602
Current Fiscal Year End Date	--12-31

CONTRACT ASSETS AND LIABILITIES - Contract Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 35	$ 291	$ 450
Deferred retail revenues
Disaggregation of Revenue [Line Items]
Deferred revenue	27	278
Deferred brands revenues
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 8	$ 13

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

BENEFIT PLAN	9 Months Ended
BENEFIT PLAN	Sep. 30, 2023
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 $84,000 and $373,000 for the three and nine months ended September 30, 2023, respectively. For the three and nine months ended September 30, 2022, Company matching contributions were $64,000 and $160,000, respectively.

The entire disclosure for retirement benefits.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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FAIR VALUE MEASUREMENTS - Changes in Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in fair value	$ (347)	$ (811)	$ (258)	$ (3,691)
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			338
Changes in fair value			(258)
Ending balance	$ 80		$ 80

CONTRACT ASSETS AND LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2023

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

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


	September 30,		December 31,
	2023		2022


Deferred sales commissions	$	289	$	333

The movement in the contract assets during the nine months ended September 30, 2023 and the year ended December 31, 2022, comprised the following (in thousands):


	September 30,		December 31,
	2023		2022

Contract assets at start of the period	$	333	$	364
Expense deferred during the period	127		176
(less) amounts expensed during the period	(171)		(207)

Contract assets at end of the period	$	289	$	333

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


	September 30,		December 31,
	2023		2022

Deferred retail revenues	$	27	$	278
Deferred brands revenues	8		13
Contract liabilities	$	35	$	291

The movement in the contract liabilities during the nine months ended September 30, 2023 and the year ended December 31, 2022, comprised the following (in thousands):


	September 30,		December 31,
	2023		2022

Contract liabilities at start of the period	$	291	$	450
Amounts invoiced during the period	14,975		18,310
Less revenue recognized during the period	(15,231)		(18,469)

Contract liabilities at end of the period	$	35	$	291

SUBSEQUENT EVENTS (Details) - USD ($)
$ in Thousands

9 Months Ended

Oct. 16, 2023

Oct. 12, 2023

Sep. 30, 2023

Dec. 31, 2022

Subsequent Event [Line Items]

Subsequent Event | Agile Capital Funding LLC

^[1]

$ 1,250

Accounts payable

$ 2,622

$ 1,056

Subsequent Event [Line Items]

Future receivables to be sold

$ 1,100

Accounts payable

750

Financing receivable, cash advance, weekly amount

Payments for underwriting expense

$ 37

Subsequent Event | Convertible Notes | Senior Secured Original Issue Discount Convertible Note

Subsequent Event [Line Items]

575,000

$ 50

[1]	(2) Conversion of Senior Secured Convertible Notes in exchange for common shares

SENIOR SECURED CONVERTIBLE NOTES	9 Months Ended
SENIOR SECURED CONVERTIBLE NOTES	Sep. 30, 2023
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. During the three and nine months ended September 30, 2022, the Company recorded $216,000 and $305,000 of interest expense on the Convertible Notes, respectively. SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which, along with equal principal payments through June 2024, are due in cash in arrears beginning six months after the notes’ issuance. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 was also issued in a private placement with the purchaser party thereto. To determine the fair value of the Convertible Warrant, the Company performed a Black-Scholes calculation as of June 14, 2022 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. 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 sheets. 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 issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions; adopt certain amendments to our governing documents, among other restrictions; and maintain the Nasdaq minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1). The Notes also contain customary events of default. On May 24, 2023 and May 25, 2023, the Company entered into amendments to the Secured Convertible Notes which provide, among other provisions, amended repayment terms, including extending the term to March 2025, and an adjustment in the conversion share price to $1.00, and amended the warrant exercise price to $1.00. The Company accounted for the amendments as a debt modification pursuant to ASC 470-50-40-10. The impact to the financial statements of the debt modification was not significant. As noted in Note 1, on September 5, 2023, Nasdaq filed a Form 25 Notification of Delisting with respect to Springbig’s common stock and public warrants with the SEC. While delisting is an event of default under the terms of the Secured Convertible Notes, the holder has not exercised its right to accelerate payment. The holder is entitled to certain remedies upon an event of default, including but not limited to, conversion at the mandatory default amount of 115% of the principal amount of the Secured Convertible Notes at the default conversion price of 0.80 times the market price of our common stock. As a result of the default, the debt has been classified as current on the Company’s consolidated balance sheet. At September 30, 2023, the outstanding principal of the Secured Convertible Notes was $5.5 million with a carrying value of $4.6 million, net of a discount of $0.9 million. At December 31, 2022, the outstanding principal of the Secured Convertible Notes was $11.0 million with a carrying value of $10.0 million. The Company recorded $240,000 and $960,000 of interest expense related to the Secured Convertible Notes for the three and nine months ended September 30, 2023, respectively. Interest expense for the three and nine months ended September 30, 2022 was $320,000 and $632,000, respectively.

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION - Schedule of Restricted Stock Units Outstanding (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Weighted Average Fair Value (Per Share)
RSUs forfeited (in dollars per share)	$ 1.97
RSUs vested and common stock issued (in dollars per share)	$ 1.97
Restricted Stock Units Outstanding
Number of RSUs
Outstanding beginning balance (in shares)	725,000
RSUs granted (in shares)	1,889,000	761,500
RSUs forfeited (in shares)	(13,500)	(36,500)
RSUs vested and common stock issued (in shares)	(225,655)
Outstanding ending balance (in shares)	2,374,845	725,000
Weighted Average Fair Value (Per Share)
Outstanding beginning balance (in dollars per share)	$ 1.97	$ 1.97
RSUs granted (in dollars per share)	0.58
Outstanding ending balance (in dollars per share)	$ 0.87	$ 1.97
Weighted Average Vesting (Years)	2 years 4 months 24 days

STOCK BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 13, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Intrinsic value of options exercised				$ 162
Options vested and exercisable (in shares)		2,569,385		2,569,385		3,250,236
Options outstanding and exercisable, intrinsic value		$ 0		$ 0
Cost not yet recognized		$ 91		$ 91
Restricted Stock \| Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting rights percentage				33.00%
Restricted Stock \| Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting rights percentage				33.00%
Restricted Stock \| Share-Based Payment Arrangement, Tranche Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting rights percentage				33.00%
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognition period				9 months
2022 Long-Term Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)		1,525,175		1,525,175
Percentage of amount of shares of common stock	5.00%			5.00%
Common stock, additional capital shares reserved for future issuance (in shares)	1,332,986
Share-based compensation expense		$ 208	$ 0	$ 515	$ 0
Cost not yet recognized		1,759		1,759
Legacy Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense		$ 30	$ 0	$ 91	$ 1,200

STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2023

STOCK BASED COMPENSATION

STOCK BASED COMPENSATIONAt 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. At the shareholders’ meeting held on June 13, 2023, shareholders approved an automatic annual increase in the number of shares authorized for issuance of up to 5% of the number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year beginning with the fical year ending December 31, 2023; provided that the annual increase with respect to the fiscal year ending December 31, 2023, which was 1,332,986 shares, took effect on June 15, 2023. Shares subject to stock awards granted under the 2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan.

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

The following table summarizes information on stock options outstanding as of September 30, 2023 under the Legacy Incentive Plan:


	Options Outstanding			Options Vested and Exercisable
	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, 2023	3,394,753	$	0.57	3,250,236	5.54	$	0.54
Options granted	—
Options exercised	(727,233)	$	0.38
Options forfeited	(25,876)	$	0.82
Options cancelled	—	$	—
Outstanding Balance, September 30, 2023	2,641,644	$	0.62	2,569,385	5.05	$	0.61

The intrinsic value of the options exercised during the nine months ended September 30, 2023 was $162,000. As of September 30, 2023, the intrinsic value of the 2,569,385 options outstanding and exercisable was $0. As of September 30, 2023, the total compensation cost related to non-vested awards not yet recognized was $91,000 with a weighted-average period of nine months over which it is expected to be recognized.

During the three and nine months ended September 30, 2023, $30,000 and $91,000 of compensation expense was recorded in connection with the Legacy Incentive Plan, respectively. During the three and nine months ended September 30, 2022, compensation expense recorded in connection with the Legacy Incentive Plan was $0 and $1.2 million, respectively. These charges are recorded in administrative expense on the consolidated statements of operations.

The following table summarizes information on Restricted Stock Units outstanding as of September 30, 2023 under the 2022 Incentive Plan:


	Restricted Stock Units Outstanding
	Number of RSUs	Weighted Average Fair Value (Per Share)		Weighted Average Vesting (Years)
Outstanding Balance, January 1, 2022
RSUs granted	761,500	$	1.97
RSUs forfeited	(36,500)
Outstanding Balance, January 1, 2023	725,000	$	1.97
RSUs granted	1,889,000	0.58
RSUs forfeited	(13,500)	$	1.97
RSUs vested and common stock issued	(225,655)	$	1.97
Outstanding Balance, September 30, 2023	2,374,845	$	0.87	2.4

During the three and nine months ended September 30, 2023, compensation expense recorded in connection with the 2022 Incentive Plan was $208,000 and $515,000, respectively. These charges are recorded in administrative expense on the consolidated statements of operations. During the three and nine months ended September 30, 2022, no compensation expense was recorded in connection with the 2022 Incentive Plan.

The remaining expense of approximately $1,759,000 will be recognized in future periods through June 2026. The Restricted Stock Units vest one-third on each of the first, second, and third anniversary after issuance.

LEASES (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Supplemental Balance Sheet Information

As of September 30, 2023 and December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Lease Standard.


	September 30,		December 31,
	2023		2022
Balance Sheet
Assets:
Right of Use Asset - Operating Lease	$	522	$	750
Liabilities
Current	390		465
Non-current	153		316
Total Operating Lease Liability	$	543	$	781

Schedule of Lease Cost and Other Information

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


	Nine Months Ended September 30,
Other information	2023
Operating lease cost	$	343
Operating cash flows paid to operating leases	$	357
Right-of-use assets in exchange for new operating lease liabilities	$	165
Weighted-average remaining lease term — operating leases (months)	21.2
Weighted-average discount rate — operating leases	6.99%

Schedule of Lease Liability Maturity

As of September 30, 2023, the Company’s lease liabilities mature as follows:


Fiscal Year:	Operating Leases
2023	$	100
2024	371
2025	50
2026	50
2027	8
Total lease payments	579
Less imputed interest	(36)
Present value of lease liabilities	$	543

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total Cost	$ 1,080	$ 831
Less accumulated depreciation and amortization	(655)	(456)
Property and Equipment	425	375
Computer equipment
Property, Plant and Equipment [Line Items]
Total Cost	361	333
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total Cost	119	15
Data warehouse
Property, Plant and Equipment [Line Items]
Total Cost	286	286
Software
Property, Plant and Equipment [Line Items]
Total Cost	$ 314	$ 197

REVENUE RECOGNITION - Summary Of Impact Of Change In Policy (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues	$ 6,888	$ 7,232	$ 21,259	$ 19,859
Cost of revenues	(1,604)	(1,688)	(4,465)	(5,209)
Gross profit	$ 5,284	5,544	$ 16,794	14,650
As reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues		7,456		20,404
Cost of revenues		(1,912)		(5,754)
Gross profit		5,544		14,650
Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues		(224)		(545)
Cost of revenues		224		545
Gross profit		$ 0		$ 0

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

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

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.