Filing Details

Item 2(c) to Schedule 13D is amended to add the text under the heading "Separation Agreement" in Item 6 below.

Item 3 to Schedule 13D is amended to add the following text: On January 17, 2025, Mr. Harris sold $160,000 in aggregate principal amount of Convertible Notes inclusive of all accrued but unpaid interest.

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below: (a) - (b) As of the date hereof, Mr. Harris beneficially owns 7,300,756 shares of Common Stock, which represents approximately 15.3% of the Common Stock issued and outstanding. This beneficial ownership consists of (a) 1,225,605 shares of Common Stock owned outright, (b) 4,743,120 shares held by Medici Holdings, (c) 265,365 shares of Common Stock underlying fully vested stock options and (d) 1,066,666 shares of Common Stock of the Issuer issuable to Mr. Harris upon conversion of the Convertible Notes. With respect to Mr. Harris, the ownership percentage reported is based on a denominator that is the sum of (i) 46,315,018 shares of Common Stock outstanding as of November 13, 2024, as reported in the Quarterly Report, (ii) 265,365 Common Shares issuable upon the exercise of options by Mr. Harris and (iii) 1,066,666 shares of Common Stock issuable to Mr. Harris upon conversion of all of the Convertible Notes directly owned by Mr. Harris (without giving effect to any accrued and unpaid interest of 8% per annum that is payable by adding such interest to the outstanding amount owing under the Convertible Notes at the next semi-annual interest payment date). As of the date hereof, Medici Holdings beneficially owns 4,743,120 shares of Common Stock, which represents approximately 10.2% of the Common Stock issued and outstanding, based on 46,315,018 shares of Common Stock outstanding as of November 13, 2024, as reported in the Quarterly Report.

(a) - (b) As of the date hereof, Mr. Harris beneficially owns 7,300,756 shares of Common Stock, which represents approximately 15.3% of the Common Stock issued and outstanding. This beneficial ownership consists of (a) 1,225,605 shares of Common Stock owned outright, (b) 4,743,120 shares held by Medici Holdings, (c) 265,365 shares of Common Stock underlying fully vested stock options and (d) 1,066,666 shares of Common Stock of the Issuer issuable to Mr. Harris upon conversion of the Convertible Notes. With respect to Mr. Harris, the ownership percentage reported is based on a denominator that is the sum of (i) 46,315,018 shares of Common Stock outstanding as of November 13, 2024, as reported in the Quarterly Report, (ii) 265,365 Common Shares issuable upon the exercise of options by Mr. Harris and (iii) 1,066,666 shares of Common Stock issuable to Mr. Harris upon conversion of all of the Convertible Notes directly owned by Mr. Harris (without giving effect to any accrued and unpaid interest of 8% per annum that is payable by adding such interest to the outstanding amount owing under the Convertible Notes at the next semi-annual interest payment date). As of the date hereof, Medici Holdings beneficially owns 4,743,120 shares of Common Stock, which represents approximately 10.2% of the Common Stock issued and outstanding, based on 46,315,018 shares of Common Stock outstanding as of November 13, 2024, as reported in the Quarterly Report.

Other than as disclosed in this Amendment, each Reporting Person has not effected any transactions in the shares during the past 60 days.

To the best knowledge of each Reporting Person, no person other than such Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of any of the shares of Common Stock reported in Item 5(a).

Not applicable.

This Amendment adds the text set forth following the last paragraph in Item 6: Convertible Notes - 2025 Notes Purchase Agreement On January 17, 2025, Mr. Harris, as seller, entered into a notes purchase agreement (the "2025 Notes Purchase Agreement") with Shalcor Management Inc. (the "First Tranche Purchaser"), Green Room Investments Inc., (the "Second Tranche Purchaser"), and Mark Silver that provides for, among other things, (i) the sale immediately upon the execution of the 2025 Notes Purchase Agreement to the First Tranche Purchaser of Convertible Notes in the principal amount of $160,000 and term notes issued pursuant to the Note Purchase Agreement (the "Term Notes") in the principal amount of $40,000, inclusive of all accrued but unpaid interest, in consideration of the forgiveness of all amounts outstanding under a loan advanced by Mr. Silver to Mr. Harris and (ii) the conditional sale on February 28, 2025, to the Second Tranche Purchaser of Convertible Notes in the principal amount of $160,000 and Term Notes in the principal amount of $40,000, inclusive of all accrued but unpaid interest, for cash consideration of $200,000 (the "Second Tranche Closing"). Completion of the Second Tranche Closing is conditional upon the Issuer's retention of all customers generating at least $50,000 in average monthly revenue during the period beginning on October 1, 2024 and ending on December 31, 2024 (the "Key Customers"). The Second Tranche Purchaser may terminate the Second Tranche Closing if, prior to the Second Tranche Closing, any Key Customer terminates, or materially reduces the scope, volume, or terms of, such Key Customer's business relationship with the Issuer, or, in the discretion of the Second Tranche Purchaser, if any of the foregoing is reasonably likely to occur. Mr. Silver, a member of the Board, is also the President of Shalcor Management Inc. Separation Agreement On January 15, 2025 (the "Execution Date"), the Board of Directors of the Issuer (the "Board") and Mr. Harris reached an understanding regarding his decision to separate from the Issuer. On the Execution Date, the Company and Mr. Harris entered into a Separation and Release of Claims Agreement (the "Separation Agreement") pursuant to which the last day of service for Mr. Harris as the Chief Executive Officer of the Company will be the latest of (a) March 31, 2025, (b) if requested by the Board, the date of the first annual meeting of the shareholders of the Company held after the Execution Date and (c) if requested by the Board, the date of the filing with the SEC of the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Separation Date"). Among other benefits, on the Separation Date, the Issuer is required to grant Mr. Harris 250,000 restricted stock units pursuant to its 2022 Long-Term Incentive Plan (the "Plan") subject to vesting on the earlier of the occurrence of a Change of Control (as defined in the Plan) and March 31, 2026. The Separation Agreement will have no effect on the Board service of Mr. Harris, and it is expected that following the Separation Date Mr. Harris will continue to serve on the Board as a non-executive member. The foregoing summaries of the 2025 Notes Purchase Agreement and Separation Agreement do not purport to be complete and are qualified in their entirety by reference to such documents, which are filed as exhibits hereto and incorporated by reference herein.

J. Notes Purchase Agreement, dated January 17, 2025, by and among Jeffrey Harris, as seller, Shalcor Management Inc., as first tranche purchaser, Green Room Investments Inc., as second tranche purchaser, and Mark Silver. K. Separation and Release of Claims Agreement, dated as of January 15, 2025, by and between SpringBig, Inc., SpringBig Holdings, Inc. and Jeffrey Harris (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-40049) filed with the Securities and Exchange Commission on January 22, 2025). https://www.sec.gov/Archives/edgar/data/1801602/000121390025005587/ea022821601ex10-1_springbig.htm