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Current Report · Items 4.01 · 8-K

SBIG Holdings, Inc.

Changes in Registrant's Certifying Accountant

Item 4.01 Changes in Registrant’s Certifying Accountant. On July 30, 2026, the Audit Committee of SpringBig Holdings, Inc. (the “Company”) approved the dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm, effective immediately.…

Filed Aug 19, 2026Accepted Aug 19, 2026, 4:01 PM EDTCIK 1801602Accession 0001213900-26-091652
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Company context

SpringBig Holdings, Inc. (OTCQB: SBIG) is a leading provider of AI-powered marketing automation and omnichannel CRM software, serving regulated retail verticals including cannabis, iGaming, casino, alcohol, and nutraceuticals across the United States and Canada. The SpringBig platform enables retailers and brands to increase customer engagement, drive repeat purchases, and grow lifetime customer value through differentiated loyalty programs and consumer messaging. For more information, visit www.springbig.com.

Current securities

Historical securities (3)

Recent company filings

  1. Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearSep 17, 2026
  2. 10-Q filingAug 19, 2026
  3. NT 10-Q filingAug 17, 2026
  4. SCHEDULE 13G/A - filed by AWM Investment Company, Inc. regarding SpringBig Holdings, Inc.Aug 7, 2026
  5. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsAug 6, 2026

Disclosure sections

Items 4.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 4.01Item 4.01 - Changes in Certifying Accountant
Item 4.01 Changes in Registrant’s Certifying Accountant. On July 30, 2026, the Audit Committee of SpringBig Holdings, Inc. (the “Company”) approved the dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm, effective immediately. The audit reports of Withum on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, except that Withum’s report contained an explanatory paragraph stating that the Company’s accumulated deficit, working capital deficit and note payable maturity raise substantial doubt about the Company’s ability to continue as a going concern, as described in Note 2 to the consolidated financial statements. During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024, and during the subsequent interim period from January 1, 2026 through July 30, 2026, (i) there were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except that, as previously disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified material weaknesses in internal control over financial reporting relating to (a) the level of GAAP expertise of accounting personnel and the independent review of the consolidated financial statements, account analyses and reconciliations, and (b) the design and implementation of user access and segregation-of-duties controls over financially relevant IT applications. As disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, management concluded that these material weaknesses were remediated as of December 31, 2025. The Company provided Withum with a copy of the disclosures contained in this Current Report on Form 8-K prior to filing it with the Securities and Exchange Commission (the “SEC”) and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein. If Withum provides such letter within the time period required by Item 304(a)(3) of Regulation S-K, the Company will file such letter as an exhibit to this Current Report on Form 8-K by amendment. On July 30, 2026, the Audit Committee of the Company approved the appointment of Victor Mokuolu, CPA PLLC (“VMCPA”) as the Company’s independent registered public accounting firm, effective July 30, 2026. During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through July 30, 2026, neither the Company nor anyone acting on its behalf consulted VMCPA regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by VMCPA that VMCPA concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

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