COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,290,270 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001801602 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | SBIG | |
Security Exchange Name | NASDAQ | |
Shares subject to warrants stock conversion | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock, at an exercise price of $11.50 per share | |
Trading Symbol | SBIGW | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 14,179 | $ 2,227 | |
Accounts receivable, net | 3,597 | 3,045 | |
Contract assets | 324 | 364 | |
Prepaid expenses and other current assets | 2,742 | 927 | |
Total current assets | 20,842 | 6,563 | |
Property and equipment, net | 471 | 480 | |
Convertible note receivable | 250 | 0 | |
Total assets | 21,563 | 7,043 | |
Current liabilities: | |||
Accounts payable | 3,532 | 412 | |
Accrued expense and other current liabilities | 3,018 | 1,722 | |
Deferred revenue | 427 | 450 | |
Total current liabilities | 6,977 | 2,584 | |
Senior secured convertible notes, at estimated fair value | 9,843 | 0 | |
Warrant liabilities, at estimated fair value | 1,616 | 0 | |
Total liabilities | 18,436 | 2,584 | |
Commitments and Contingencies | |||
Stockholders’ Equity | |||
Common stock (par value $0.0001 per share, 300,000,000 authorized at June 30, 2022; 25,290,270 issued and outstanding as of June 30, 2022; (par value $0.0001 per share, 22,764,527 authorized at December 31, 2021; 17,862,108 issued and outstanding as of December 31, 2021; | 3 | 2 | |
Additional paid-in-capital | 21,825 | 17,682 | |
Accumulated deficit | (18,701) | (13,225) | |
Total stockholders’ equity | 3,127 | 4,459 | |
Total liabilities and stockholders’ equity | $ 21,563 | $ 7,043 | |
[1]*Derived from audited consolidated financial statements |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 14, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
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 | 22,764,527 | |
Common stock, shares, issued (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 |
Common stock, shares, outstanding (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | $ 6,584 | $ 5,804 | $ 12,948 | $ 11,013 |
Cost of revenues | 1,998 | 1,865 | 3,841 | 3,459 |
Gross profit | 4,586 | 3,939 | 9,107 | 7,554 |
Operating expenses | ||||
Selling, servicing and marketing | 3,105 | 2,449 | 6,048 | 4,520 |
Technology and software development | 2,910 | 1,811 | 5,547 | 3,376 |
General and administrative | 3,854 | 1,134 | 5,567 | 2,232 |
Total operating expenses | 9,869 | 5,394 | 17,162 | 10,128 |
Loss from operations | (5,283) | (1,455) | (8,055) | (2,574) |
Interest income | 0 | 1 | 0 | 2 |
Interest expense | (219) | 0 | (312) | 0 |
Loss before income tax | (2,611) | (1,454) | (5,476) | (2,572) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (2,611) | $ (1,454) | $ (5,476) | $ (2,572) |
Net loss per common share: | ||||
Basic (in dollars per share) | $ (0.14) | $ (0.08) | $ (0.29) | $ (0.14) |
Diluted (in dollars per share) | $ (0.14) | $ (0.08) | $ (0.29) | $ (0.14) |
Weighted-average common shares outstanding - basic (in shares) | 19,285,050 | 17,767,554 | 18,586,515 | 17,749,178 |
Weighted-average common shares outstanding - diluted (in shares) | 19,285,050 | 17,767,554 | 18,586,515 | 17,749,178 |
Convertible Notes Payable | ||||
Operating expenses | ||||
Change in fair value | $ 11 | $ 0 | $ 11 | $ 0 |
Shares subject to warrants stock conversion | ||||
Operating expenses | ||||
Change in fair value | $ 2,880 | $ 0 | $ 2,880 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | |||
Beginning balance (in shares) at Dec. 31, 2020 | 17,660,258 | ||||||
Beginning balance at Dec. 31, 2020 | $ 9,526 | $ 2 | $ 16,999 | $ (7,475) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation/exercise of stock options (in shares) | 67,535 | ||||||
Stock-based compensation | 237 | 237 | |||||
Issue of common stock (in shares) | 39,762 | ||||||
Issue of common stock | 50 | 50 | |||||
Net loss | $ (2,572) | (2,572) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 17,767,555 | 17,767,555 | |||||
Ending balance at Jun. 30, 2021 | $ 7,241 | $ 2 | 17,286 | (10,047) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 17,862,108 | 17,862,108 | |||||
Beginning balance at Dec. 31, 2021 | $ 4,459 | [1] | $ 2 | 17,682 | [1] | (13,225) | [1] |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation/exercise of stock options (in shares) | 334,418 | ||||||
Stock-based compensation | 1,226 | 1,226 | |||||
Exercise of stock options | 82 | 82 | |||||
Recapitalization (in shares) | 7,093,744 | ||||||
Recapitalization | 2,836 | $ 1 | 2,835 | ||||
Net loss | $ (5,476) | (5,476) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 25,290,270 | ||||||
Ending balance at Jun. 30, 2022 | $ 3,127 | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 25,290,270 | ||||||
Beginning balance at Mar. 31, 2022 | 3,127 | $ 3 | $ 21,825 | $ (18,701) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (2,611) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 25,290,270 | ||||||
Ending balance at Jun. 30, 2022 | $ 3,127 | ||||||
[1]*Derived from audited consolidated financial statements |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,611) | $ (1,454) | $ (5,476) | $ (2,572) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 64 | 6 | 123 | 12 |
Stock-based compensation expense | 1,045 | 119 | 1,226 | 237 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (952) | (349) | (552) | (459) |
Prepaid expenses and other current assets | (1,362) | (175) | (1,815) | (181) |
Contract assets | (21) | (14) | 40 | (22) |
Accounts payable and other liabilities | 4,322 | 538 | 4,416 | 455 |
Contract liabilities | (58) | 28 | (23) | 78 |
Net cash used in operating activities | (2,464) | (1,301) | (4,952) | (2,452) |
Cash flows from investing activities: | ||||
Business combination, net of cash acquired | 0 | (122) | ||
Purchase of convertible note | (250) | 0 | (250) | 0 |
Purchases of property and equipment | (40) | (153) | (113) | (195) |
Net cash used in investing activities | (290) | (153) | (363) | (317) |
Cash flows from financing activities: | ||||
Business combination, net of issuing cost | 10,096 | 0 | 10,185 | 0 |
Proceeds from convertible notes | 7,000 | 0 | ||
Proceeds from exercise of stock options, net | 76 | 0 | 82 | 0 |
Net cash provided by financing activities | 10,172 | 0 | 17,267 | 0 |
Net increase (decrease) in cash and cash equivalents | 7,418 | (1,454) | 11,952 | (2,769) |
Cash and cash equivalents at beginning of period | 6,761 | 9,132 | 2,227 | 10,447 |
Cash and cash equivalents at end of period | 14,179 | 7,678 | 14,179 | 7,678 |
Supplemental disclosure of non-cash financing activities | ||||
Issue of common stock for business combination | 0 | 50 | ||
Indemnity holdback for business combination | 0 | 23 | 0 | 23 |
Conversion of convertible note and outstanding interest into common stock | 7,305 | 0 | 7,305 | 0 |
Warrant assumed in business combination at estimate fair value | 4,496 | 0 | 4,496 | 0 |
Convertible Notes Payable | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value | (11) | 0 | (11) | 0 |
Shares subject to warrants stock conversion | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value | $ (2,880) | $ 0 | $ (2,880) | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
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,” 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 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 previously announced 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 8, 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 11, 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 Global 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 9, 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 $8.6 million, resulting in net business combination proceeds of $10.2 million. Common Stock Purchase Agreement On April 29, 2022, the Company entered into a Common Stock Purchase Agreement (as amended, the “Stock Purchase Agreement”) with CF Principal Investments LLC ("Cantor"), an affiliate of Cantor Fitzgerald L.P. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Cantor, and |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
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 months ended June 30, 2022 and the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for future periods or for the year ending December 31, 2022. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes included in the Company’s Registration Statement on Form S-1 filed with the SEC on July 22, 2022 and the audited financial statements and notes thereto included in the Annual Report on Form 10-K of Tuatara for the fiscal year ended December 31, 2021. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $18.7 million as of June 30, 2022. Cash flows used in operating activities were $5.0 million and $2.5 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had approximately $14.0 million in working capital, inclusive of $14.2 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, its Stock Purchase Agreement and strategic capital raises. The ultimate success to these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum. 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 “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. 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 believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards, convertible notes and warrant liabilities. 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 an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. During the three and six months ended June 30, 2022, we had one customer representing 13% concentration of revenue, within the United States with 15% and 13% for the three and six months June 30, 2021, respectively. At June 30, 2022 and December 31, 2021 we had one customer representing 6% and 28% of accounts receivable within the United States, respectively. 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 8, 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 one commercial bank. As of June 30, 2022 and December 31, 2021, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $13.9 million and $1.9 million as of June 30, 2022 and December 31, 2021, respectively. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended June 30, 2022. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740, including requirements related to the following: (1) hybrid tax regimes; (2) tax basis step-up in goodwill obtained in a transaction that is not a business combination; (3) separate financial statements of entities not subject to tax; (4) intra-period tax allocation exception to the incremental approach; (5) ownership changes in investments; (6) interim-period accounting for enacted changes in tax law; and (7) year-to-date loss limitation in interim-period tax accounting. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended June 30, 2022. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . The amendments in this update clarify certain interactions between the guidance to account for certain equity securities. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended June 30, 2022. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . Under ASU 2020-06, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. The convertible debt instruments will now be accounted for as a single liability measured at amortized cost. This results in the interest expense recognized for convertible debt instruments to be closer to the coupon interest rate. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating earnings per share. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended June 30, 2022. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) . FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities , which deferred the effective date of ASU 2016-02 to annual reporting periods beginning after December 15, 2021, with early adoption permitted. In July 2021, the FASB released Update No. 2021-05 Lessors—Certain Leases with Variable Lease Payments . The amendments in this update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. The amendments in this update amend Topic 842. 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. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations . 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. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations . In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer s. 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. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations . |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following (in thousands): June 30, December 31, 2022 2021 Accounts receivable $ 3,242 $ 2,533 Unbilled receivables 784 809 4,026 3,342 Less allowance for doubtful accounts (429) (297) Accounts receivable, net $ 3,597 $ 3,045 Bad debt expense was $181,000 and $30,000 for the three months ended June 30, 2022 and 2021, respectively, and $214,000 and $60,000 for the six months ended June 30, 2022 and 2021, respectively. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
REPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2022 2021 Prepaid insurance $ 1,865 $ 15 Other prepaid expenses 788 912 Deposits 89 — $ 2,742 $ 927 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): June 30, December 31, 2022 2021 Computer equipment $ 308 $ 225 Data warehouse 286 256 Software 196 196 790 677 Less accumulated depreciation and amortization (319) (197) Property and Equipment $ 471 $ 480 The useful life of computer equipment, software and the data warehouse is 3 years. Depreciation and amortization expense for the three months ended June 30, 2022 and 2021 was $64,000 and $6,000, respectively, and $123,000 and $12,000 for the six months ended June 30, 2022 and 2021, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. |
CONVERTIBLE NOTE RECEIVABLE
CONVERTIBLE NOTE RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
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. The issuer may not prepay the note prior to its maturity date without the consent of the Company. The Convertible Note Receivable is convertible, and the conversion price is based on the occurrence of certain actions by the issuer. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2022 2021 Accrued wages, commission and bonus $ 611 $ 805 Accrued expenses 1,390 855 Other liabilities 1,015 57 Related party payable 2 5 $ 3,018 $ 1,722 The Company incurred software development and information technology related costs to a vendor related to a major stockholder of approximately $36,000 and $93,000 for the three and six months ended June 30, 2022, respectively, with $187,000 and $257,000 for the three and six months ended June 30, 2021, respectively. The amount is included in data warehouse under property and equipment. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2022 | |
Reverse Recapitalization Business Combination And Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION Reverse Merger An extraordinary general meeting (the “Special Meeting”) was held on June 9, 2022, where the Tuatara shareholders considered and approved, among other matters, a proposal to approve the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022, as amended by the Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger, dated as of May 4, 2022. The business combination 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 properly 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 ch anged 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 9 , 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. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. 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) (8,604) Net cash after closing $ 10,185 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 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 9, 15% Convertible Promissory Note, to these consolidated financial statements for further information . Acquisition of Beaches Development Group Ltd In January 2021, the Company formed Medici Canada LLC, an indirect wholly owned subsidiary of the Company, to acquire all the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 107,297 shares of the Company’s common stock, par value $0.0001 per share (180,972 converted at a conversion rate of 0.59289 into SpringBig Holdings, Inc. shares), valued at $135,000, and $155,000 in cash. The purchase price allocation is as follows (in thousands): June 30, 2021 Fair value of shares $ 135 Less: Post combination cost - restricted shares (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $ 205 Assets assumed $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $ 205 Of the 107,297 shares, 39,762 shares with a value of approximately $50,000 were issued to the sellers at the closing of the transaction. Two of the sellers signed employment contracts with Beaches Development Group LTD; 67,535 shares were allocated to them as purchase consideration with a value of $85,000 and were unvested as of the closing date of the acquisition (or the “acquisition date”). Such unvested shares were schedule to vest, over a two-year period, with 50% in the first year 1 and the remaining 50% in the second year following the acquisition date. As a result, the shares were treated as post-combination expense and were restricted at the time of issuance. All unvested shares were subsequently vested with the consummation of the business combination on June 14, 2022. The Company incurred expense totaling $18,000 and $27,000 for the three and six months ended June 30, 2022, and $16,000 and $27,000 for the three and six months ended June 30, 2021, respectively, related to these shares which is included in general and administrative expense on the statement of operations, with the exception of $14,000, which is classified as merger cost as a result of early vesting in connection with the completion of the business combination with Tuatara. The amount is included under additional paid in capital as part of merger expenses. Approximately $23,000 of the cash price was initially withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity shall be released to the seller’s representative thereafter. The indemnity holdback was paid to the seller during the six months ended June 30, 2022. Medici Canada LLC assumed cash totaling $9,000; this was the only tangible asset assumed at purchase, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheet as of June 30, 2022 and December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software. Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $16,000 and $32,000, respectively, for the three and six months ended June 30, 2022, which is included in general and administrative expenses in the consolidated statement of operation. The aggregate remaining amortization expense is approximately $104,000. We incurred costs related to the acquisition of approximately, $11,000 during the six months ended June 30, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. |
BUSINESS COMBINATION | BUSINESS COMBINATION Reverse Merger An extraordinary general meeting (the “Special Meeting”) was held on June 9, 2022, where the Tuatara shareholders considered and approved, among other matters, a proposal to approve the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2022, as amended by the Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger, dated as of May 4, 2022. The business combination 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 properly 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 ch anged 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 9 , 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. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. 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) (8,604) Net cash after closing $ 10,185 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 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 9, 15% Convertible Promissory Note, to these consolidated financial statements for further information . Acquisition of Beaches Development Group Ltd In January 2021, the Company formed Medici Canada LLC, an indirect wholly owned subsidiary of the Company, to acquire all the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 107,297 shares of the Company’s common stock, par value $0.0001 per share (180,972 converted at a conversion rate of 0.59289 into SpringBig Holdings, Inc. shares), valued at $135,000, and $155,000 in cash. The purchase price allocation is as follows (in thousands): June 30, 2021 Fair value of shares $ 135 Less: Post combination cost - restricted shares (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $ 205 Assets assumed $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $ 205 Of the 107,297 shares, 39,762 shares with a value of approximately $50,000 were issued to the sellers at the closing of the transaction. Two of the sellers signed employment contracts with Beaches Development Group LTD; 67,535 shares were allocated to them as purchase consideration with a value of $85,000 and were unvested as of the closing date of the acquisition (or the “acquisition date”). Such unvested shares were schedule to vest, over a two-year period, with 50% in the first year 1 and the remaining 50% in the second year following the acquisition date. As a result, the shares were treated as post-combination expense and were restricted at the time of issuance. All unvested shares were subsequently vested with the consummation of the business combination on June 14, 2022. The Company incurred expense totaling $18,000 and $27,000 for the three and six months ended June 30, 2022, and $16,000 and $27,000 for the three and six months ended June 30, 2021, respectively, related to these shares which is included in general and administrative expense on the statement of operations, with the exception of $14,000, which is classified as merger cost as a result of early vesting in connection with the completion of the business combination with Tuatara. The amount is included under additional paid in capital as part of merger expenses. Approximately $23,000 of the cash price was initially withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity shall be released to the seller’s representative thereafter. The indemnity holdback was paid to the seller during the six months ended June 30, 2022. Medici Canada LLC assumed cash totaling $9,000; this was the only tangible asset assumed at purchase, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheet as of June 30, 2022 and December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software. Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $16,000 and $32,000, respectively, for the three and six months ended June 30, 2022, which is included in general and administrative expenses in the consolidated statement of operation. The aggregate remaining amortization expense is approximately $104,000. We incurred costs related to the acquisition of approximately, $11,000 during the six months ended June 30, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. |
15% CONVERTIBLE PROMISSORY NOTE
15% CONVERTIBLE PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
15% CONVERTIBLE PROMISSORY NOTES | 15% CONVERTIBLE PROMISSORY NOTESIn 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 15.0% 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 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. The Company recorded $216,000 and $305,000 of interest expense on the Convertible Notes for the three months ended and six months ended June 30, 2022, respectively. 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 is payable quarterly in arrears, commencing six months after issuance, which may be settled in cash. 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. The issuance of the Secured Convertible Notes allows up to $16.0 million principal amount to be issued which has been subscribed for by a global institutional investor. The initial tranche of $11.0 million closed in connection with the closing of the merger. The second tranche of $5.0 million, subject to certain conditions in the agreement, will close 60 days after a resale registration statement regarding the common stock underlying the Secured Convertible Notes and Convertible Warrants (defined below) is declared effective by the SEC, or at such other time as is determined by the Company and the investor, subject to certain conditions. A warrant representing 586,980 shares of common stock of the Company (the “Convertible Warrant”) was also issued in a private placement with the purchaser party thereto. 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. The Note is convertible at the option of the holder beginning at the earlier of (i) the date of effectiveness of a registration statement as contemplated in that certain Registration Rights Agreement entered into between the Company and the purchaser party thereto or (ii) June 14, 2023 at an initial conversion share price of $12.00 per share. 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 facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Notes also contains customary events of default. The Company determined that the Secured Convertible Notes meet the variable share obligations requirements under ASC 480, Distinguishing Liabilities From Equity , as a result is classified as a liability measured at fair value, with changes in fair value recognized in earnings. The Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity and elected to carry the Secured Convertible Notes at fair value. The fair value is determined in accordance with ASC 820, Fair Value Measurement . See Note 15, Fair Value Measurements, to the accompanying consolidated financial statements for further information. At June 30, 2022, the outstanding principal of the Secured Convertible Notes was $11.0 million with a carrying value of $9.8 million, net of discount of $1.2 million. The Company recorded a change in fair value gain of approximately $11,000 for the three and six months ended June 30, 2022, the amount is included in the statement of operations for the period ended. |
SENIOR SECURED CONVERTIBLE NOTE
SENIOR SECURED CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SENIOR SECURED CONVERTIBLE NOTES | 15% CONVERTIBLE PROMISSORY NOTESIn 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 15.0% 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 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. The Company recorded $216,000 and $305,000 of interest expense on the Convertible Notes for the three months ended and six months ended June 30, 2022, respectively. 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 is payable quarterly in arrears, commencing six months after issuance, which may be settled in cash. 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. The issuance of the Secured Convertible Notes allows up to $16.0 million principal amount to be issued which has been subscribed for by a global institutional investor. The initial tranche of $11.0 million closed in connection with the closing of the merger. The second tranche of $5.0 million, subject to certain conditions in the agreement, will close 60 days after a resale registration statement regarding the common stock underlying the Secured Convertible Notes and Convertible Warrants (defined below) is declared effective by the SEC, or at such other time as is determined by the Company and the investor, subject to certain conditions. A warrant representing 586,980 shares of common stock of the Company (the “Convertible Warrant”) was also issued in a private placement with the purchaser party thereto. 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. The Note is convertible at the option of the holder beginning at the earlier of (i) the date of effectiveness of a registration statement as contemplated in that certain Registration Rights Agreement entered into between the Company and the purchaser party thereto or (ii) June 14, 2023 at an initial conversion share price of $12.00 per share. 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 facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Notes also contains customary events of default. The Company determined that the Secured Convertible Notes meet the variable share obligations requirements under ASC 480, Distinguishing Liabilities From Equity , as a result is classified as a liability measured at fair value, with changes in fair value recognized in earnings. The Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity and elected to carry the Secured Convertible Notes at fair value. The fair value is determined in accordance with ASC 820, Fair Value Measurement . See Note 15, Fair Value Measurements, to the accompanying consolidated financial statements for further information. At June 30, 2022, the outstanding principal of the Secured Convertible Notes was $11.0 million with a carrying value of $9.8 million, net of discount of $1.2 million. The Company recorded a change in fair value gain of approximately $11,000 for the three and six months ended June 30, 2022, the amount is included in the statement of operations for the period ended. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
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 whole 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, and any change in fair value is recognized in our statement of operations. At June 30, 2022, the estimated fair value of the warrants is $1.6 million. The Company recorded a change in fair value gain of approximately $2.9 million for the three and six months ended June 30, 2022, the amount is included in the statements of operations for the periods then ended. The fair value is determined in accordance with ASC 820, Fair Value Measurement . See Note 15, Fair Value Measurements, to the accompanying consolidated financial statements for further information. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The following table represents our revenues disaggregated by type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Brand revenue $ 248 $ 152 $ 438 $ 284 Retail revenue 6,336 5,652 12,510 10,729 Total Revenue $ 6,584 $ 5,804 $ 12,948 $ 11,013 Geographic Information Revenue by geographical region consist of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Retail revenue United States $ 6,159 $ 5,652 $ 12,112 $ 10,718 Canada 177 — 398 11 Brand revenue United States 248 152 438 284 $ 6,584 $ 5,804 $ 12,948 $ 11,013 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 six months ended June 30, 2022 and 100% for the three and six months ended June 30, 2021, respectively. As of June 30, 2022 and December 31, 2021, approximately 75% and 99% of our long-lived assets were attributable to operations in the United States. Contract Assets (Deferred Cost) Contract assets consisted of the following as of (in thousands): June 30, December 31, 2022 2021 Contract assets consisted of the following as of: Deferred sales commissions $ 324 $ 364 Contract liabilities consisted of the following as of (in thousands): June 30, December 31, 2022 2021 Contract liabilities consisted of the following as of: Deferred revenue retail $ 256 $ 231 Deferred set-up revenues 91 101 Deferred brands 80 118 Contract liabilities $ 427 $ 450 The movement in the contract liabilities during the six months ended June 30, 2022 and the year ended December 31, 2021, comprised the following (in thousands): June 30, December 31, 2022 2021 The movement in the contract liabilities during each period comprised the following: Contract liabilities at start of the period $ 450 $ 560 Amounts invoiced during the period 8,988 13,512 Less revenue recognized during the period (9,011) (13,622) Contract liabilities at end of the period $ 427 $ 450 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION At 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 purpose of the 2022 Incentive Plan is to secure and retain the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for our success and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common stock through the granting of awards thereunder. We believe that the equity-based awards to be issued under the 2022 Incentive Plan will motivate award recipients to offer their maximum effort to us and help them focus on the creation of long-term value consistent with the interests of our shareholders. We believe that grants of incentive awards are necessary to enable us to attract and retain top talent. 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. 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. During the three months ended June 30, 2022 and 2021, compensation expense recorded in connection with the Legacy Incentive Plan was $1.0 million and $119,000, respectively and $1.2 million and $237,000 for the six months ended June 30, 2022 and 2021, these are included in administrative expense on the statements of operations. The following table summarizes information on stock options outstanding as of June 30, 2022 and 2021 under the Legacy Incentive Plan: Options Outstanding Options Vested and Exercisable Fixed Options 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, 2022 6,802,437 $ 0.38 4,628,311 6.79 $ 0.24 Options granted — Options exercised (530,666) $ 0.55 Options forfeited (61,460) $ 0.75 Options cancelled (4,791) $ 0.75 Outstanding Balance, June 30, 2022 6,205,520 Conversion ratio 0.5929 SpringBig Holdings options 3,679,171 0.58 3,486,482 — — The intrinsic value of the options exercised during the six months ended June 30, 2022 was $3.3 million, no option was exercised during the same period for 2021. With the consummation of the business combination, all outstanding options were vested with the exception of 192,689 options granted to certain executives of the Company. The cost associated with the early vesting was $924,000 and is included in administrative expense on the statement of operations. The remaining unamortized expenses associated with the unvested options is $173,000 and will be expensed with the next 3 years. During the six months ended June 30, 2022 and 2021, the Company used the Black-Scholes option-pricing model to value option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimations. The Company based its expected volatility based on the volatilities of certain publicly traded peer companies. The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life. The expected term of options granted was determined based on the expected holding period at the time of the grant. GAAP also requires that the Company recognize compensation expense for only the portion of options that are expected to vest. Therefore, the Company has estimated expected forfeitures of stock options. In developing a forfeiture rate estimate, the Company considered its historical experience. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Agreements The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $2,900 to $11,000 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. Rent expense was approximately $233,000 and $153,000 for the three months ended June 30, 2022 and 2021, respectively, with $421,000 and $298,000 for the six months ended June 30, 2022 and 2021, respectively. Employment Agreements The Company has entered into employment agreements with certain of its officers, employment agreements with Jeffrey Harris, CEO of SpringBig, and Paul Sykes, CFO of SpringBig, which became effective as of the Closing. Pursuant to his employment agreement, Mr. Harris will receive an annual salary of $450,000, will be eligible for a target cash incentive opportunity of up to 137.50% of his annual base salary, and will be eligible to receive equity incentive awards under SpringBig’s long-term incentive plan as in effect from time to time. Pursuant to his employment agreement, Mr. Sykes will receive an annual salary of $350,000, will be eligible for a target cash incentive opportunity of up to 100% of his annual base salary, and will be eligible to receive equity incentive awards under SpringBig’s long-term incentive plan as in effect from time to time. In addition, the SpringBig board of directors awarded each of Mr. Harris and Mr. Sykes a one-time cash bonus in the amount of $300,000 and $250,000, respectively, which was awarded as of the Closing, the amount is included in administrative expenses on the statement of operations. Litigation The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 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 June 30, 2022, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Senior secured convertible note $ — $ — $ 9,843 $ 9,843 Private warrants — 606 — 606 Public warrants 1,010 — — 1,010 $ 1,010 $ 606 $ 9,843 $ 11,459 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 which is warrant and senior secured convertible note. 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 utilize a fair value approach to account for its warrants based on the quoted price at June 30, 2022, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings. The Company performed a valuation at June 30, 2022 resulting in a value of approximately $1.6 million using a closing price of $0.101 for the public and private warrants. 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 Secured Convertible Notes, issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. Additionally, the Company entered into a warrant agreement with the holders for a warrant to purchase 586,980 shares with an initial exercise price of $12.00. The Company determined that the Secured Convertible Notes meet the variable share obligations requirements under ASC 480, Distinguishing Liabilities From Equity , as a result is classified as a liability measure at fair value, with changes in fair value recognized in earnings. The Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity and elected to carry the Secured Convertible Notes along with the Convertible Warrant at fair value. The fair value is determined in accordance with ASC 820, Fair Value Measurement, utilizing the discount, interest rate and the fair value of the associated warrants. Changes in Fair Value The following tables provides a roll-forward in the changes in fair value for the six months ended June 30, 2022, for all liabilities for which the Company determines fair value on a recurring basis (in thousands): Warrants Balance, January 1, 2022 $ — Assumed in business combination 4,496 Change in fair value (2,880) Balance, June 30, 2022 $ 1,616 Changes in fair value included in earnings for the period relating to liabilities held at June 30, 2022 $ (2,880) Senior Secured Convertible Note Balance, January 1, 2022 $ — Issued in business combination 11,000 Valuation adjustment at business combination (1,146) Change in fair value (11) Balance, June 30, 2022 $ 9,843 Changes in fair value included in earnings for the period relating to liabilities held at June 30, 2022 $ (11) There were no transfers of financial liabilities between levels of the fair value hierarchy during the six months ended June 30, 2022. 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY The Consolidated Statements of Changes in Stockholders' Equity reflect the reverse recapitalization on June 14, 2022, as discussed in Note 8, 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 the 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 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 conversation 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 2,718,520 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 8,362,935 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. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 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 June 30, 2022 and 2021, there were 25,290,270 and 17,767,555 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 and common stock issuable pursuant to Series B, A and Seed preferred stock possible conversion. 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 actual basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021, respectively (in thousands, except share and per share data). Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Loss per share: Numerator: Net loss $ (2,611) $ (1,454) $ (5,476) $ (2,572) Denominator Weighted-average common shares outstanding Basic and diluted 19,285,050 17,767,554 18,586,515 17,749,178 Net loss per common share Basic $ (0.14) $ (0.08) $ (0.29) $ (0.14) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and six months ended June 30, 2022 were as follows: 2022 2021 Shares unvested and subject to exercise of stock options 192,689 4,154,898 Shares subject to outstanding common stock options 3,486,482 2,515,944 Shares subject to convertible notes stock conversion 916,667 — Shares subject to warrants stock conversion 16,000,000 — |
BENEFIT PLAN
BENEFIT PLAN | 6 Months Ended |
Jun. 30, 2022 | |
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 $68,000 and $54,000 for the three months ended June 30, 2022 and 2021, respectively, and $117,000 and $106,000 for the six months ended June 30, 2022 and 2021, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
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 valuation allowance against its deferred tax assets. For the three and six months ended June 30, 2022, the Company recorded an immaterial provision for income taxes. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSManagement has considered subsequent events through August 18, 2022, the date this report was issued, and there were no events that required additional disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. |
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 |
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 an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. |
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 8, 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 one commercial bank. |
Effective Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended June 30, 2022. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The ASU enhances and simplifies various aspects of the income tax accounting guidance in ASC 740, including requirements related to the following: (1) hybrid tax regimes; (2) tax basis step-up in goodwill obtained in a transaction that is not a business combination; (3) separate financial statements of entities not subject to tax; (4) intra-period tax allocation exception to the incremental approach; (5) ownership changes in investments; (6) interim-period accounting for enacted changes in tax law; and (7) year-to-date loss limitation in interim-period tax accounting. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended June 30, 2022. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . The amendments in this update clarify certain interactions between the guidance to account for certain equity securities. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended June 30, 2022. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . Under ASU 2020-06, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. The convertible debt instruments will now be accounted for as a single liability measured at amortized cost. This results in the interest expense recognized for convertible debt instruments to be closer to the coupon interest rate. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating earnings per share. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended June 30, 2022. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) . FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities , which deferred the effective date of ASU 2016-02 to annual reporting periods beginning after December 15, 2021, with early adoption permitted. In July 2021, the FASB released Update No. 2021-05 Lessors—Certain Leases with Variable Lease Payments . The amendments in this update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. The amendments in this update amend Topic 842. 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. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations . 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. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations . In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer s. 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. Management is currently evaluating the impact of adopting this standard on our financial condition and results of operations . |
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 and common stock issuable pursuant to Series B, A and Seed preferred stock possible conversion. 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. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following (in thousands): June 30, December 31, 2022 2021 Accounts receivable $ 3,242 $ 2,533 Unbilled receivables 784 809 4,026 3,342 Less allowance for doubtful accounts (429) (297) Accounts receivable, net $ 3,597 $ 3,045 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, December 31, 2022 2021 Prepaid insurance $ 1,865 $ 15 Other prepaid expenses 788 912 Deposits 89 — $ 2,742 $ 927 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): June 30, December 31, 2022 2021 Computer equipment $ 308 $ 225 Data warehouse 286 256 Software 196 196 790 677 Less accumulated depreciation and amortization (319) (197) Property and Equipment $ 471 $ 480 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2022 2021 Accrued wages, commission and bonus $ 611 $ 805 Accrued expenses 1,390 855 Other liabilities 1,015 57 Related party payable 2 5 $ 3,018 $ 1,722 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) (8,604) Net cash after closing $ 10,185 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 |
Schedule of Purchase Price Allocation | The purchase price allocation is as follows (in thousands): June 30, 2021 Fair value of shares $ 135 Less: Post combination cost - restricted shares (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $ 205 Assets assumed $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $ 205 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents our revenues disaggregated by type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Brand revenue $ 248 $ 152 $ 438 $ 284 Retail revenue 6,336 5,652 12,510 10,729 Total Revenue $ 6,584 $ 5,804 $ 12,948 $ 11,013 Revenue by geographical region consist of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Retail revenue United States $ 6,159 $ 5,652 $ 12,112 $ 10,718 Canada 177 — 398 11 Brand revenue United States 248 152 438 284 $ 6,584 $ 5,804 $ 12,948 $ 11,013 |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | Contract assets consisted of the following as of (in thousands): June 30, December 31, 2022 2021 Contract assets consisted of the following as of: Deferred sales commissions $ 324 $ 364 Contract liabilities consisted of the following as of (in thousands): June 30, December 31, 2022 2021 Contract liabilities consisted of the following as of: Deferred revenue retail $ 256 $ 231 Deferred set-up revenues 91 101 Deferred brands 80 118 Contract liabilities $ 427 $ 450 The movement in the contract liabilities during the six months ended June 30, 2022 and the year ended December 31, 2021, comprised the following (in thousands): June 30, December 31, 2022 2021 The movement in the contract liabilities during each period comprised the following: Contract liabilities at start of the period $ 450 $ 560 Amounts invoiced during the period 8,988 13,512 Less revenue recognized during the period (9,011) (13,622) Contract liabilities at end of the period $ 427 $ 450 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Outstanding | The following table summarizes information on stock options outstanding as of June 30, 2022 and 2021 under the Legacy Incentive Plan: Options Outstanding Options Vested and Exercisable Fixed Options 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, 2022 6,802,437 $ 0.38 4,628,311 6.79 $ 0.24 Options granted — Options exercised (530,666) $ 0.55 Options forfeited (61,460) $ 0.75 Options cancelled (4,791) $ 0.75 Outstanding Balance, June 30, 2022 6,205,520 Conversion ratio 0.5929 SpringBig Holdings options 3,679,171 0.58 3,486,482 — — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value, Liabilities Measured on Recurring Basis | The balances of the Company’s liabilities measured at fair value on a recurring basis as of June 30, 2022, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Senior secured convertible note $ — $ — $ 9,843 $ 9,843 Private warrants — 606 — 606 Public warrants 1,010 — — 1,010 $ 1,010 $ 606 $ 9,843 $ 11,459 |
Schedule of Changes in Fair Value | The following tables provides a roll-forward in the changes in fair value for the six months ended June 30, 2022, for all liabilities for which the Company determines fair value on a recurring basis (in thousands): Warrants Balance, January 1, 2022 $ — Assumed in business combination 4,496 Change in fair value (2,880) Balance, June 30, 2022 $ 1,616 Changes in fair value included in earnings for the period relating to liabilities held at June 30, 2022 $ (2,880) Senior Secured Convertible Note Balance, January 1, 2022 $ — Issued in business combination 11,000 Valuation adjustment at business combination (1,146) Change in fair value (11) Balance, June 30, 2022 $ 9,843 Changes in fair value included in earnings for the period relating to liabilities held at June 30, 2022 $ (11) |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock Issued and Outstanding | 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 2,718,520 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 8,362,935 30,691,232 18,196,526 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Actual Basic and Diluted Earnings Per Share | The following table reconciles actual basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021, respectively (in thousands, except share and per share data). Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Loss per share: Numerator: Net loss $ (2,611) $ (1,454) $ (5,476) $ (2,572) Denominator Weighted-average common shares outstanding Basic and diluted 19,285,050 17,767,554 18,586,515 17,749,178 Net loss per common share Basic $ (0.14) $ (0.08) $ (0.29) $ (0.14) |
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 three and six months ended June 30, 2022 were as follows: 2022 2021 Shares unvested and subject to exercise of stock options 192,689 4,154,898 Shares subject to outstanding common stock options 3,486,482 2,515,944 Shares subject to convertible notes stock conversion 916,667 — Shares subject to warrants stock conversion 16,000,000 — |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 6 Months Ended | ||||
Jun. 14, 2022 USD ($) | Jun. 30, 2022 USD ($) subsidiary | Jun. 30, 2021 USD ($) | Apr. 29, 2022 USD ($) $ / shares | Feb. 28, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of subsidiaries | subsidiary | 1 | ||||
Recapitalization exchange ratio | 0.59289 | ||||
Net proceeds from reverse recapitalization transaction | $ 18,789,000 | ||||
Gross proceeds available at closing | 25,135,000 | ||||
Amount available after paying TCAC redeeming stockholders | 8,771,000 | ||||
Proceeds from PIPE Financing | 6,100,000 | ||||
Proceeds from convertible notes | $ 7,000,000 | $ 0 | |||
Payment of cash and noncash expenses | 8,604,000 | ||||
Net cash after closing | 10,185,000 | ||||
CF Principal Investments LLC | |||||
Business Acquisition [Line Items] | |||||
Stock sale program, authorized amount | $ 50,000,000 | ||||
Sale of stock, price per share (dollars per share) | $ / shares | $ 0.0001 | ||||
Convertible Notes Payable | |||||
Business Acquisition [Line Items] | |||||
Proceeds from convertible notes | 10,000,000 | ||||
Convertible Notes Payable | 15.00% Convertible Notes | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | $ 7,000,000 | ||||
Interest rate | 15% | ||||
Convertible Notes Payable | Tranche One | |||||
Business Acquisition [Line Items] | |||||
Aggregate principal amount | $ 11,000,000 | ||||
Interest rate | 6% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | ||
Product Information [Line Items] | ||||||
Accumulated deficit | $ 18,701 | $ 18,701 | $ 13,225 | [1] | ||
Net cash used in operating activities | 2,464 | $ 1,301 | 4,952 | $ 2,452 | ||
Working capital | 14,000 | 14,000 | ||||
Cash and cash equivalents | 14,179 | 14,179 | 2,227 | [1] | ||
Cash in excess of insured limits | $ 13,900 | $ 13,900 | $ 1,900 | |||
One Customer | United States | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 13% | 15% | 13% | 13% | ||
One Customer | United States | Accounts Receivable | Customer Concentration Risk | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 6% | 28% | ||||
[1]*Derived from audited consolidated financial statements |
ACCOUNTS RECEIVABLE - Summary (
ACCOUNTS RECEIVABLE - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Accounts receivable | $ 3,242 | $ 2,533 | |
Unbilled receivables | 784 | 809 | |
Accounts receivable, gross | 4,026 | 3,342 | |
Less allowance for doubtful accounts | (429) | (297) | |
Accounts receivable, net | $ 3,597 | $ 3,045 | [1] |
[1]*Derived from audited consolidated financial statements |
ACCOUNTS RECEIVABLE - Narrative
ACCOUNTS RECEIVABLE - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Receivables [Abstract] | ||||
Bad debt expense | $ 181 | $ 30 | $ 214 | $ 60 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid insurance | $ 1,865 | $ 15 | |
Other prepaid expenses | 788 | 912 | |
Deposits | 89 | 0 | |
Total prepaid expenses and other current assets | $ 2,742 | $ 927 | [1] |
[1]*Derived from audited consolidated financial statements |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 790 | $ 677 | |
Less accumulated depreciation and amortization | (319) | (197) | |
Property and Equipment | 471 | 480 | [1] |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 308 | 225 | |
Data warehouse | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 286 | 256 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 196 | $ 196 | |
[1]*Derived from audited consolidated financial statements |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Property and equipment, useful life | 3 years | |||
Depreciation and amortization | $ 64 | $ 6 | $ 123 | $ 12 |
CONVERTIBLE NOTE RECEIVABLE (De
CONVERTIBLE NOTE RECEIVABLE (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Apr. 29, 2022 | Dec. 31, 2021 | [1] |
Receivables [Abstract] | ||||
Convertible note receivable | $ 250 | $ 250 | $ 0 | |
Note receivable, interest rate | 5% | |||
[1]*Derived from audited consolidated financial statements |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||
Accrued wages, commission and bonus | $ 611 | $ 805 | |
Other liabilities | 1,390 | 855 | |
Other liabilities | 1,015 | 57 | |
Related party payable | 2 | 5 | |
Accrued expense and other current liabilities | $ 3,018 | $ 1,722 | [1] |
[1]*Derived from audited consolidated financial statements |
ACCRUED EXPENSES AND OTHER LI_4
ACCRUED EXPENSES AND OTHER LIABILITIES - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Software Development And Information Technology Related Costs | Majority Shareholder | ||||
Related Party Transaction [Line Items] | ||||
Related party costs | $ 36 | $ 187 | $ 93 | $ 257 |
BUSINESS COMBINATION - Reverse
BUSINESS COMBINATION - Reverse Merger Narrative (Details) | 1 Months Ended | 6 Months Ended | ||||
Jun. 14, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Apr. 29, 2022 USD ($) $ / shares | Dec. 31, 2021 shares | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common stock, shares, outstanding (in shares) | shares | 25,290,270 | 25,290,270 | 17,767,555 | 17,862,108 | ||
Payment to redeeming stockholders | $ 191,437,817 | |||||
Net proceeds from reverse recapitalization transaction | 18,789,000 | |||||
Gross proceeds available at closing | 25,135,000 | |||||
Amount available after paying TCAC redeeming stockholders | 8,771,000 | |||||
Proceeds from PIPE Financing | $ 6,100,000 | |||||
Proceeds from convertible notes | $ 7,000,000 | $ 0 | ||||
Recapitalization exchange ratio | 0.59289 | |||||
Stock Election Shareholders | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common stock, shares, outstanding (in shares) | shares | 19,123,806 | |||||
Stock redeemed during period, price per share (in dollars per share) | $ / shares | $ 10.01 | |||||
TCAC non-redeeming shareholders | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Additional shares issued (in shares) | shares | 876,194 | |||||
Issue of common stock (in shares) | shares | 1,752,388 | |||||
CF Principal Investments LLC | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Stock sale program, authorized amount | $ 50,000,000 | |||||
Sale of stock, price per share (dollars per share) | $ / shares | $ 0.0001 | |||||
PIPE Investors | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Issue of common stock (in shares) | shares | 1,341,356 | |||||
Convertible Notes Payable | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Proceeds from convertible notes | $ 10,000,000 | |||||
Accrued interest payable, current | $ 305,000 | |||||
15.00% Convertible Notes | Convertible Notes Payable | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Issue of common stock (in shares) | shares | 730,493 | |||||
Aggregate principal amount | $ 7,000,000 | |||||
Interest rate | 15% | |||||
Repayments of debt | $ 7,000,000 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule Of Proceeds From Reverse Recapitalization (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 14, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Reverse Recapitalization [Line Items] | |||
Amount available after paying TCAC redeeming stockholders | $ 8,771 | ||
Proceeds from convertible notes | $ 7,000 | $ 0 | |
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) | (8,604) | ||
Net cash after closing | 10,185 | ||
Convertible Notes Payable | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Proceeds from convertible notes | $ 10,000 |
BUSINESS COMBINATION - Schedu_2
BUSINESS COMBINATION - Schedule Of Share Transactions In Reverse Recapitalization (Details) - shares | Jun. 14, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares, outstanding (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 |
Common stock, shares, issued (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 |
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, outstanding (in shares) | 8,362,935 | |||
Common stock, shares, issued (in shares) | 8,362,935 |
BUSINESS COMBINATION - Beaches
BUSINESS COMBINATION - Beaches Development Group Ltd Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 14, 2022 USD ($) shares | Jan. 31, 2021 USD ($) seller $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Recapitalization exchange ratio | 0.59289 | |||||
Issue of common stock for business combination | $ 0 | $ 50 | ||||
Share-based compensation expense | $ 1,000 | $ 119 | 1,200 | 237 | ||
Cost associated with the early vesting | $ 924 | |||||
Beaches Development Group LTD | ||||||
Business Acquisition [Line Items] | ||||||
Business combination number of shares issued in acquisition (in shares) | shares | 180,972 | 107,297 | ||||
Business acquisition, share price (dollars per share) | $ / shares | $ 0.0001 | |||||
Issue of common stock for business combination | $ 135 | |||||
Payments to acquire business | $ 155 | |||||
Number of sellers | seller | 2 | |||||
Cost associated with the early vesting | 14 | 14 | ||||
Indemnity holdback | $ 23 | |||||
Cash acquired | $ 9 | |||||
Incurred costs related to acquisition | 11 | |||||
Beaches Development Group LTD | Beaches Development Group LTD - Sellers | ||||||
Business Acquisition [Line Items] | ||||||
Business combination number of shares issued in acquisition (in shares) | shares | 39,762 | |||||
Issue of common stock for business combination | $ 50 | |||||
Beaches Development Group LTD | Intangibles (Software) | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 196 | |||||
Intangible assets amortized period | 3 years | |||||
Incurred amortization expense | 16 | 32 | ||||
Remaining carrying amount | 104 | 104 | ||||
Beaches Development Group LTD | Restricted Stock | ||||||
Business Acquisition [Line Items] | ||||||
Share-based compensation expense | $ 18 | $ 16 | $ 27 | $ 27 | ||
Beaches Development Group LTD | Restricted Stock | Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts | ||||||
Business Acquisition [Line Items] | ||||||
Business combination number of shares issued in acquisition (in shares) | shares | 67,535 | |||||
Issue of common stock for business combination | $ 85 | |||||
Award vesting period | 2 years | |||||
Beaches Development Group LTD | Restricted Stock | Tranche One | Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts | ||||||
Business Acquisition [Line Items] | ||||||
Award vesting rights percentage | 50% | |||||
Beaches Development Group LTD | Restricted Stock | Tranche Two | Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts | ||||||
Business Acquisition [Line Items] | ||||||
Award vesting rights percentage | 50% |
BUSINESS COMBINATION - Purchase
BUSINESS COMBINATION - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||
Issue of common stock for business combination | $ 0 | $ 50 | |
Beaches Development Group LTD | |||
Business Acquisition [Line Items] | |||
Issue of common stock for business combination | $ 135 | ||
Cash consideration | 132 | ||
Indemnity holdback | 23 | ||
Fair value of purchase consideration | 205 | ||
Assets assumed | 9 | ||
Goodwill | 0 | ||
Fair value of assets | 205 | ||
Beaches Development Group LTD | Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts | Restricted Stock | |||
Business Acquisition [Line Items] | |||
Issue of common stock for business combination | 85 | ||
Beaches Development Group LTD | Beaches Development Group LTD - Sellers | |||
Business Acquisition [Line Items] | |||
Issue of common stock for business combination | 50 | ||
Beaches Development Group LTD | Intangibles (Software) | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 196 |
15% CONVERTIBLE PROMISSORY NO_2
15% CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Short-Term Debt [Line Items] | |||||
Interest expense | $ 219,000 | $ 0 | $ 312,000 | $ 0 | |
Convertible Notes Payable | |||||
Short-Term Debt [Line Items] | |||||
Interest expense | $ 216,000 | $ 305,000 | |||
Accrued interest payable, current | $ 305,000 | ||||
15.00% Convertible Notes | Convertible Notes Payable | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 15% | ||||
Aggregate principal amount | $ 7,000,000 | ||||
Shares issued upon conversion (in shares) | 730,493 | ||||
Share price (in dollars per share) | $ 10 | ||||
Repayments of debt | $ 7,000,000 |
SENIOR SECURED CONVERTIBLE NO_2
SENIOR SECURED CONVERTIBLE NOTES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 14, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | [1] | |
Debt Instrument [Line Items] | |||||||
Proceeds from convertible notes | $ 7,000,000 | $ 0 | |||||
Senior secured convertible note | $ 9,843,000 | 9,843,000 | $ 0 | ||||
Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Change in fair value | (11,000) | $ 0 | (11,000) | $ 0 | |||
Senior secured convertible note | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price per share (in shares) | $ 12 | ||||||
Volume-weighted average price | 93% | ||||||
Warrants outstanding (in shares) | 586,980 | ||||||
Exercise price of warrants (in dollars per share) | $ 12 | ||||||
Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from convertible notes | $ 10,000,000 | ||||||
Senior Secured Original Issue Discount Convertible Note | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 16,000,000 | ||||||
Discount issued on convertible notes | 1,200,000 | 1,200,000 | |||||
Conversion price (dollars per share) | $ 12 | ||||||
Carrying value | $ 11,000,000 | $ 11,000,000 | |||||
Tranche One | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 11,000,000 | ||||||
Discount issued on convertible notes | $ 1,000,000 | ||||||
Interest rate | 6% | ||||||
Interest payment grace period | 6 months | ||||||
Tranche Two | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 5,000,000 | ||||||
Term of closure of agreement | 60 days | ||||||
[1]*Derived from audited consolidated financial statements |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 14, 2022 | Jun. 13, 2022 | Dec. 31, 2021 | [1] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liability, noncurrent | $ 1,616 | $ 0 | |||
Fair value gain on warrants | 2,900 | ||||
Estimate of Fair Value Measurement | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liability, noncurrent | $ 1,600 | ||||
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 | ||||
[1]*Derived from audited consolidated financial statements |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 6,584 | $ 5,804 | $ 12,948 | $ 11,013 |
Brand revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 248 | 152 | 438 | 284 |
Brand revenue | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 248 | 152 | 438 | 284 |
Retail revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 6,336 | 5,652 | 12,510 | 10,729 |
Retail revenue | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 6,159 | 5,652 | 12,112 | 10,718 |
Retail revenue | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 177 | $ 0 | $ 398 | $ 11 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - Geographic Concentration Risk - United States | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer Benchmark | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 97% | 100% | 97% | 100% | |
Long-Lived Assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 75% | 99% |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | [1] | Jun. 30, 2021 | Dec. 31, 2020 |
Contract assets consisted of the following as of: | |||||
Deferred sales commissions | $ 324 | $ 364 | $ 364 | ||
Contract liabilities consisted of the following as of: | |||||
Contract liabilities | 427 | $ 450 | 450 | $ 560 | |
Retail revenue | |||||
Contract liabilities consisted of the following as of: | |||||
Contract liabilities | 256 | 231 | |||
Set-up revenue | |||||
Contract liabilities consisted of the following as of: | |||||
Contract liabilities | 91 | 101 | |||
Brand revenue | |||||
Contract liabilities consisted of the following as of: | |||||
Contract liabilities | $ 80 | $ 118 | |||
[1]*Derived from audited consolidated financial statements |
REVENUE RECOGNITION - Movement
REVENUE RECOGNITION - Movement in Contract Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | |||
The movement in the contract liabilities during each period comprised the following: | ||||
Contract liabilities at start of the period | $ 450 | [1] | $ 560 | |
Amounts invoiced during the period | 8,988 | 13,512 | ||
Less revenue recognized during the period | (9,011) | (13,622) | ||
Contract liabilities at end of the period | $ 427 | $ 450 | [1] | |
[1]*Derived from audited consolidated financial statements |
STOCK BASED COMPENSATION - Narr
STOCK BASED COMPENSATION - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 14, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||||
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% | ||||
Share-based compensation expense | $ 1,000,000 | $ 119,000 | $ 1,200,000 | $ 237,000 | |
Intrinsic value of options exercised | 3,300,000 | $ 0 | |||
Unvested options (in shares) | 192,689 | ||||
Cost associated with the early vesting | $ 924,000 | ||||
Cost not yet recognized | $ 173,000 | $ 173,000 | |||
Recognition period | 3 years | ||||
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) | (8,604,000) | ||||
Net cash after closing | $ 10,185,000 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Options Outstanding (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Number of Options | ||
Outstanding ending balance (in shares) | 3,679,171 | |
Conversion ratio | 0.5929 | |
Weighted Average Exercise Price (Per Share) | ||
Outstanding ending balance (in dollars per share) | $ / shares | $ 0.58 | |
Options Vested and Exercisable, Number Of Options (in shares) | 3,486,482 | |
SpringBig | ||
Number of Options | ||
Outstanding beginning balance (in shares) | 6,802,437 | |
Options granted (in shares) | 0 | |
Options exercised (in shares) | (530,666) | |
Options forfeited (in shares) | (61,460) | |
Options cancelled (in shares) | (4,791) | |
Outstanding ending balance (in shares) | 6,205,520 | 6,802,437 |
Weighted Average Exercise Price (Per Share) | ||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 0.38 | |
Options granted (in dollars per share) | $ / shares | ||
Options exercised (in dollars per share) | $ / shares | 0.55 | |
Options forfeited (in dollars per share) | $ / shares | 0.75 | |
Options cancelled (in dollars per share) | $ / shares | $ 0.75 | |
Outstanding ending balance (in dollars per share) | $ / shares | $ 0.38 | |
Options Vested and Exercisable, Number Of Options (in shares) | 4,628,311 | |
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years) | 6 years 9 months 14 days | |
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share) | $ / shares | $ 0.24 |
STOCK BASED COMPENSATION - Cont
STOCK BASED COMPENSATION - Contingent Shares Roll Forward (Details) | Jun. 14, 2022 shares |
Contingent And Earnout Shares, Scenario Three | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Contingent and earnout shares, to be issued (in shares) | 1,250,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 14, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Commitments [Line Items] | |||||
Rent payment | $ 233,000 | $ 153,000 | $ 421,000 | $ 298,000 | |
Mr. Harris, CEO | |||||
Other Commitments [Line Items] | |||||
Officers compensation | $ 450,000 | ||||
Incentive opportunity, percent of base salary (up to) | 137.50% | 137.50% | |||
Bonus amount | $ 300,000 | ||||
Mr. Sykes, CFO | |||||
Other Commitments [Line Items] | |||||
Officers compensation | $ 350,000 | ||||
Incentive opportunity, percent of base salary (up to) | 100% | 100% | |||
Bonus amount | $ 250,000 | ||||
Minimum | |||||
Other Commitments [Line Items] | |||||
Monthly rent expense | $ 2,900 | ||||
Maximum | |||||
Other Commitments [Line Items] | |||||
Monthly rent expense | $ 11,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule Of Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | [1] |
Liabilities: | |||
Senior secured convertible note | $ 9,843 | $ 0 | |
Derivative liability, noncurrent | 1,616 | $ 0 | |
Total Fair Value | 11,459 | ||
Private warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 606 | ||
Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 1,010 | ||
Level 1 | |||
Liabilities: | |||
Senior secured convertible note | 0 | ||
Total Fair Value | 1,010 | ||
Level 1 | Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 1,010 | ||
Level 2 | |||
Liabilities: | |||
Senior secured convertible note | 9,843 | ||
Total Fair Value | 606 | ||
Level 2 | Private warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 606 | ||
Level 3 | |||
Liabilities: | |||
Senior secured convertible note | 9,843 | ||
Total Fair Value | $ 9,843 | ||
[1]*Derived from audited consolidated financial statements |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narratives (Details) | 6 Months Ended | |||||
Jun. 14, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 13, 2022 $ / shares shares | Dec. 31, 2021 USD ($) | [1] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative liability, noncurrent | $ 1,616,000 | $ 0 | ||||
Proceeds from convertible notes | 7,000,000 | $ 0 | ||||
Private warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative liability, noncurrent | 606,000 | |||||
Public warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative liability, noncurrent | $ 1,010,000 | |||||
Convertible Notes Payable | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Proceeds from convertible notes | $ 10,000,000 | |||||
Measurement Input, Share Price | Private warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative liability measurement input | $ / shares | 0.101 | |||||
Measurement Input, Share Price | Public warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative liability measurement input | $ / shares | 0.101 | |||||
Tranche One | Convertible Notes Payable | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Aggregate principal amount | 11,000,000 | |||||
Discount issued on convertible notes | $ 1,000,000 | |||||
Estimate of Fair Value Measurement | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative liability, noncurrent | $ 1,600,000 | |||||
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 | |||||
Senior secured convertible note | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 586,980 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 12 | |||||
[1]*Derived from audited consolidated financial statements |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in Fair Value (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Assumed in business combination | 4,496 |
Change in fair value | (2,880) |
Ending balance | 1,616 |
Senior secured convertible note | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Assumed in business combination | 11,000 |
Valuation adjustment at business combination | (1,146) |
Change in fair value | (11) |
Ending balance | $ 9,843 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) | Jun. 14, 2022 USD ($) seller day $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 15, 2022 shares | Jun. 13, 2022 shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2021 shares | |
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 | |||
Common stock, shares, outstanding (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 | |||
Convertible amount of initial public offering | $ | $ 50,000,000 | ||||||
Percent of total convertible votes | 63% | ||||||
Conversation rate of preferred stock | 1 | ||||||
Sponsor earnout shares (in shares) | 1,000,000 | ||||||
Stock price trigger (in dollars per share) | $ / shares | $ 12 | ||||||
Number of trading days | day | 20 | ||||||
Number of consecutive trading days | day | 30 | ||||||
Derivative liability, noncurrent | $ | $ 1,616,000 | $ 0 | [1] | ||||
Capital stock authorized (in shares) | 350,000,000 | ||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 22,764,527 | ||||
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 | ||||||
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) | 8,362,935 | ||||||
Common stock, shares, outstanding (in shares) | 8,362,935 | ||||||
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 | ||||||
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 | ||||||
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 | ||||||
Contingent and earnout shares, stock price threshold, triggering event period | seller | 20 | ||||||
Contingent and earnout shares, stock price Threshold, trading days period | seller | 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 | ||||||
Contingent and earnout shares, stock price threshold, triggering event period | seller | 20 | ||||||
Contingent and earnout shares, stock price Threshold, trading days period | seller | 30 | ||||||
Contingent and earnout shares, stock price threshold, contingency period | 60 months | ||||||
Class A common stock | Redeemable Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 10,000,000 | 10,000,000 | |||||
[1]*Derived from audited consolidated financial statements |
STOCKHOLDERS_ EQUITY - Conversi
STOCKHOLDERS’ EQUITY - Conversions of Stock (Details) | Jun. 30, 2022 shares | Jun. 14, 2022 shares | Dec. 31, 2021 shares | Jun. 30, 2021 shares |
Class of Stock [Line Items] | ||||
Recapitalization exchange ratio | 0.59289 | |||
Common stock, shares, issued (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 |
Common stock, shares, outstanding (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 |
Legacy SpringBig shareholders | ||||
Class of Stock [Line Items] | ||||
Common stock, shares, issued (in shares) | 8,362,935 | |||
Common stock, shares, outstanding (in shares) | 8,362,935 | |||
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 | Legacy SpringBig shareholders | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 2,718,520 | |||
Preferred stock, shares outstanding (in shares) | 2,718,520 | |||
Series A Preferred | ||||
Class of Stock [Line Items] | ||||
Recapitalization exchange ratio | 0.59289 | |||
Series A Preferred | Legacy SpringBig shareholders | ||||
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 | Legacy SpringBig shareholders | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 4,097,887 | |||
Preferred stock, shares outstanding (in shares) | 4,097,887 | |||
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 | |||
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 | |||
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 | |||
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 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) - shares | Jun. 30, 2022 | Jun. 14, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Earnings Per Share [Abstract] | ||||
Common stock, shares, issued (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 |
Common stock, shares, outstanding (in shares) | 25,290,270 | 25,290,270 | 17,862,108 | 17,767,555 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss | $ (2,611) | $ (1,454) | $ (5,476) | $ (2,572) |
Denominator | ||||
Weighted-average common shares outstanding - basic (in shares) | 19,285,050 | 17,767,554 | 18,586,515 | 17,749,178 |
Weighted-average common shares outstanding - diluted (in shares) | 19,285,050 | 17,767,554 | 18,586,515 | 17,749,178 |
Basic loss per common share (in dollars per share) | $ (0.14) | $ (0.08) | $ (0.29) | $ (0.14) |
Diluted loss per common share (in dollars per share) | $ (0.14) | $ (0.08) | $ (0.29) | $ (0.14) |
NET LOSS PER SHARE - Anti-Dilut
NET LOSS PER SHARE - Anti-Dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Shares unvested and subject to exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 192,689 | 4,154,898 |
Shares subject to outstanding common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,486,482 | 2,515,944 |
Shares subject to convertible notes stock conversion | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 916,667 | 0 |
Shares subject to warrants stock conversion | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 16,000,000 | 0 |
BENEFIT PLAN (Details)
BENEFIT PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Postemployment Benefits [Abstract] | ||||
Company matching contributions | $ 68 | $ 54 | $ 117 | $ 106 |