SBIGW SpringBig Holdings Inc (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 31, 2025

 

SPRINGBIG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40049		88-2789488
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

621 NW 53rd Street, Ste. 500

Boca Raton, Florida, 33487

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (800) 772-9172

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.08 Shareholder Direct Nominations.

 

The board of directors of SpringBig Holdings, Inc. (the “Company”) has scheduled its second annual meeting of stockholders following the effectiveness of the Company’s Certificate of Incorporation for March 28, 2025 (the “Annual Meeting”). Because the Annual Meeting will be held more than 60 days after the anniversary date of the Company’s last annual meeting of stockholders, the Company has set a deadline of February 10, 2025 for the receipt of any stockholder proposals for inclusion in the proxy materials to be distributed in connection with the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which the Company believes to be a reasonable time before it expects to begin to print and distribute its proxy materials for the Annual Meeting. Any Exchange Act Rule 14a-8 proposal received after this date will be considered untimely. Stockholders should send any such proposal to the Company’s Chief Financial Officer at c/o SpringBig Holdings, Inc., 621 NW 53rd Street, Suite 500, Boca Raton, Florida 33487, and such proposal must comply with all applicable requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Exchange Act Rule 14a-8, and the Bylaws in order to be eligible for inclusion in the Company’s proxy materials for the Annual Meeting.

 

To comply with the universal proxy rules pursuant to Rule 14a-19 under the Exchange Act, stockholders who intend to solicit proxies in support of a director nominee other than the Company’s nominee must additionally provide notice to the Company setting forth the information required by Rule 14a-19(b) under the Exchange Act, and such notice must be postmarked or transmitted electronically to the Company at its principal executive office no later than February 10, 2025.

 

Pursuant to the Bylaws, any stockholder seeking to raise a proposal outside the processes of Exchange Act Rule 14a-8 or make a nomination for consideration at the Annual Meeting, but not included in the proxy materials for the Annual Meeting, must comply with the requirements of the Bylaws, including by delivering notice of their proposal or nomination to the Company’s Chief Financial Officer at c/o SpringBig Holdings, Inc., 621 NW 53rd Street, Suite 500, Boca Raton, Florida 33487, no later than 5:00 p.m., Eastern time, on February 10, 2025. Any proposal or nomination received after such date will be considered untimely and will not be considered at the Annual Meeting.

 

Item 9.01. Exhibits

 

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SPRINGBIG HOLDINGS, INC.
January 31, 2025	By:	/s/ Jeffrey Harris
		Name:	Jeffrey Harris
		Title:	Chief Executive Officer

 

 

2

 

v3.24.4

Cover	Jan. 31, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2025
Entity File Number	001-40049
Entity Registrant Name	SPRINGBIG HOLDINGS, INC.
Entity Central Index Key	0001801602
Entity Tax Identification Number	88-2789488
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	621 NW 53rd Street
Entity Address, Address Line Two	Ste. 500
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---