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
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)
Disclosure sections
Items 4.01Select 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.