OTC: SBIGW

Since our inception in 2016,
we have leveraged our deep expertise in loyalty marketing to develop solutions that address the key challenges faced by retailers and
brands, including those in the cannabis industry. Stringent, complex, and rapidly evolving regulations have resulted in restricted access
to traditional marketing channels for cannabis retailers and brands, preventing them from utilizing many traditional methods for effectively
accessing and engaging with consumers. In addition, the lack of industry-specific data and market intelligence solutions limit cannabis
retailers’ and brands’ ability to efficiently market their products, thereby hindering their growth. Our platform enables
our clients to increase brand awareness, engage customers, improve retention, and access actionable consumer feedback data to improve
marketing. Our clients can use our loyalty marketing, digital communications, and text/email/push marketing solutions to drive new customer
acquisition, customer spend and retail foot traffic. Our proven business-to-business-to-customer (“B2B2C”) software platform
creates powerful network effects between retailers and brands and provides an ability for both to connect directly with consumers. As
retailers and brand scale, a virtuous cycle is created, ultimately expanding SpringBig’s reach, strengthening our value proposition.
In addition, our platform enables clients to offer consumers a paid-for premium loyalty tier and facilitates the use of prepaid gift cards
within the loyalty wallet as a method of payment.

Today, we serve approximately 775 clients across approximately 2,400
distinct retail locations in North America. Our clients distributed over 600 million messages during 2025, and in the last year more than
$5.7 billion of gross merchandise value (“GMV”) was accounted for by our clients utilizing our platform.

We believe SpringBig is well
positioned to continue to be a leading software platform for cannabis retailers and brands by providing data-driven loyalty and marketing
solutions to enhance a frictionless consumer buying experience.

1

What SpringBig Does

We have developed and commercialized
a comprehensive suite of Software-as-a-Service (“SaaS”) solutions for our customers (who we refer to as “clients”
and their end-user customers as “customers” or “consumers”).

Through their subscriptions,
our retail clients have access to in-depth campaign data, robust analytics, and actionable feedback and summaries to help inform their
business decisions and maximize customer engagement and retention. When a client subscribes to our platform, we charge affordable initial
set-up fees and the majority of our revenue is derived from a monthly recurring subscription fee. Typically, our subscription agreements
extend for twelve months, and unless terminated in accordance with their terms, generally renew for subsequent and recurring twelve-month
periods. Our client subscriptions cover access to our platform as well as messaging services.

Within the terms of a subscription,
a client receives a pre-determined quantum of communication credits per month, and we invoice the client additional amounts if the pre-determined
credit volume is exceeded in any month (though the subscription agreements do not stipulate the volume of messages the client must cause
to be sent during a month). The fees for such excess use are set forth in the client’s subscription agreement. In some cases, a
client has separate subscriptions relating to the use of the software platform and the communications and, in other cases, these are bundled
into a single subscription.

The monthly subscription fee
charged to SpringBig’s clients is set forth in such client’s subscription agreement and is based on the scope of the subscription,
which is determined based on (1) the number of customers on a client’s database (e.g., use of the SpringBig platform) and/or (2)
the pre-determined quantum of communication credits that such client may use per month. As noted above, if this pre-determined credit
volume is exceeded in any month, SpringBig will invoice the client for such excess use by the client.

Secondly, we also generate
revenue by empowering brands with direct access to consumers via our brands platform. Our brands platform allows brands to advertise and
engage cannabis consumers, drive brand awareness, acquire VIP customers with high lifetime value, and access detailed reporting insights
into essential campaign attribution metrics.

Thirdly, we also generate revenue
when our clients utilize the paid-for premium loyalty tier in our platform through a revenue sharing arrangement with our client whereby
SpringBig receives a proportion of the subscription paid by consumers; and generate revenue on prepaid gift cards, which is calculated
as a proportion of the value of the gift card amount.

Industry Overview

We operate within the large and expanding cannabis retail market in
the United States and Canada. Cannabis is one of the fastest emerging consumer end markets in the U.S and it is expected to grow to more
than $40 billion in the near-term. As of December 31, 2025, 40 U.S. states plus the District of Columbia have legalized medical cannabis,
of which 24 states plus the District of Columbia have further legalized cannabis for recreational adult-use. Further momentum from the
legislative and regulatory changes is expected to drive expansion of the total addressable market as more states continue to legalize
cannabis for recreational adult-use and medical use. We operate in all states that have legalized cannabis in some form (be it recreational
adult-use or medical), and we plan to be a first mover in future new markets. Additional tailwinds such as a decrease in raw material
costs, intensifying competition amongst cannabis retailers and brands, and increased marketing spends by clients are also expected to
contribute to the expansion of our total addressable market as customer engagement and retention will become ever more critical for cannabis
retailers and brands to succeed.

Current technology offerings
to cannabis retailers and brands are rudimentary, and the technology landscape offers a highly fragmented environment with lots of competition
within a pool of small players. We believe that SpringBig as a leading loyalty and marketing software platform of scale to the cannabis
industry is nicely positioned to capture the significant uptick expected in marketing spend. There are only a few cannabis-specific companies
that provide products similar to our offering, and SpringBig currently does not face competition from traditional loyalty marketing providers
due to legal restrictions for cannabis at the federal level.

2

Key Challenge

The stringent and evolving
regulations, which vary state-by-state, restrict retailers’ and brands’ abilities to engage with customers, currently present
significant challenges to their marketing efforts. In addition, these retailers and brands lack access to actionable data and analytics
tools to market their products to customers efficiently.

The cannabis industry is a
highly fragmented and competitive industry where price and promotions are key drivers of sales. Further, traditional marketing channels
restrict cannabis marketing, preventing businesses from marketing their products and reaching consumers. Social media platforms serve
as an outlet for businesses to market their products in most other industries, but they restrict cannabis companies from operating on
their platforms. Some SMS providers also restrict licensed cannabis businesses from accessing networks, and these barriers currently make
it challenging for cannabis retailers and brands to drive customer acquisition, retention, engagement, and loyalty. Furthermore, the continued
penetration by cannabis focused e-commerce providers have increased competition and decreased customer loyalty for bricks and mortar cannabis
retailers.

How SpringBig Addresses The Challenge

SpringBig has developed and
commercialized a comprehensive suite of SaaS solutions to address the challenges that cannabis retailers and brands face in this industry.
Today’s industry participants lack sufficient visibility into customer behavior and need a solution that bridges communication between
consumers, retailers and brands. We believe our solutions foster valuable connections and interactions that improve clarity, trust and
satisfaction between these stakeholders.

Further, while cannabis clients
do not currently have access to certain traditional marketing channels, including social media platforms, we believe that our platform’s
products and services, in particular our data and analytics capabilities, position us well to provide significant value to cannabis retailers
and brands whenever these social media platforms become available, by enabling these businesses to determine the effective targeting and
focus of their marketing solutions and loyalty programs.

Although carrier-imposed restrictions
limit the use of blatant cannabis content being sent directly via SMS, SpringBig has developed a proprietary solution, compliant with
TCPA, FCC, and Canadian CRTC, that helps cannabis retailers and brands communicate directly with their consumers, offering a direct communication
and engagement channel, using text, images and other forms of media.

We believe our platform empowers
our clients to improve and analyze customer acquisition, retention, basket spend and retail foot traffic. Retailers and brands can use
SpringBig’s platform to connect with consumers, thus driving improvements in customer engagement and retention and increasing brand
exposure. Once customers are engaged, the SpringBig platform enables businesses to amplify consumer spend through differentiated marketing
solutions which target the consumer directly in an industry were doing so has been challenging in the past. While brand loyalty in the
cannabis market has historically proven challenging, our offerings effectively connect the consumer with brands and drive loyalty.

We provide retailers with the
analytics infrastructure to make data actionable. Our data solutions are purpose-built for the cannabis industry and enable our clients
to leverage data to more effectively market their products to consumers. Through our integrations with many of the leading point of sale
(“POS”) providers, and with major cannabis e-commerce and data providers, our platform offers robust consumer purchasing and
marketing feedback data to allow our customers to take direct marketing and promotional actions. These commercial relationships take varying
forms, depending on the relationship, including licensing and referral arrangements.

Furthermore, our proprietary
auto-connect module supports further automation of marketing campaigns based on data. We also offer marketing automation solutions that
provide for consistency of customer communication, which retailers and brands can use to drive customer retention and retail foot traffic.
Our platform offers functionality to help build brand loyalty through loyalty programs that offer various rewards and offers. Our reporting
and analytics offerings deliver valuable insights that our clients utilize to better understand their customer base, purchasing habits
and trends. Consumer actions become measurable, thus providing our clients with data that can be leveraged to make better informed business
decisions and more targeted marketing campaigns.

Through SMS marketing, emails,
customer feedback system and loyalty programs, we believe our solutions are crucial in managing customer relationships in this emerging
industry.

3

On the consumer side, we offer
a suite of elegant consumer-facing products. The enrollment process is streamlined and designed to provide for compliance and clarity.
Once enrolled, consumers can develop their profile, will receive appropriate messages and offers and access their retailer’s specific
rewards wallet application, where multiple images, videos, and links can be added for the consumer to explore.

An important component of our
platform is digital message marketing, which allows clients to send promotions to existing customers via text, email or push notifications
directly into a mobile app. Our digital messaging platform offers a variety of features, including multiple customer segmentations, which
automatically groups customers into segments based on their preferences and purchase behavior. Retailers also have access to the “autoconnects”
feature, which allows them to easily leverage customer data and send messages directly to consumers based on certain actions and includes
functionality to help clients avoid missed opportunities to send text messages. We also provide an e-signature app, designed to accommodate
a proper ‘double opt-in’ procedure, through both implied and expressed consent, to facilitate compliance with the TCPA, FCC,
and Canadian CRTC. We utilize proprietary technology to filter out fake phone numbers, burner phones, and landlines. In an environment
where communication with cannabis consumers is constrained, text messaging is extremely effective in influencing purchase behavior, while
also driving foot traffic and continuing to reach new customers and target markets.

The consumer application (wallet)
itself can easily be customized with a distinct icon, name, layout, and color scheme, thus allowing for brand consistency and a higher-quality
and frictionless customer experience. Here, customers can access and check their points, redeem rewards, and view upcoming offers. The
wallet fully integrates with cannabis e-commerce providers, allowing customers to place orders directly from their wallet. The features
and ease of use that comes with the SpringBig rewards wallet creates customer loyalty and establishes a relationship between the client
and the consumer.

Our brand marketing platform
offers a leading direct-to-consumer marketing automation platform, with the data-rich direct-to-consumer marketing engine enabling brands
to target and measure the complete transaction cycle from initial engagement through point of sale.

We have created a distinct
B2B2C platform supported by a wealth of data assets to effectively monetize our large and growing base of cannabis consumers. Currently,
the cannabis industry falls significantly short of market intelligence and data solutions that would typically be found in other industries:
retailers lack analytics infrastructure to make data actionable for marketing, and lack of feedback data poses challenges for brands to
reach and establish relationships with consumers directly. Our leading messaging, loyalty, and customer experience platform recognizes
powerful network effects among brands, retailers, and cannabis consumers to enable our clients to make better business decisions. We retain
retailers as paying SaaS subscription customers, who then acquire consumers. Brands target retailers that successfully acquire loyal consumers,
which drives increased retailer interest and recurring revenue.

The SpringBig platform is also
supported by large data assets created by our fully integrated cannabis technology ecosystem. We partner with industry leading data analytics,
e-commerce, and POS providers to monetize our base of over 35 million consumers and generate revenue for our clients.

We intend to continue to invest
in our platform to enhance its functionality and the value of our data assets so that both we and our clients can continue to grow. We
anticipate building on our existing platform infrastructure so that we are well positioned to benefit from the further emergence of the
burgeoning cannabis and cannabis-tech markets.

Certain Regulatory Considerations and How We Adapt to Changing Regulatory
Landscape

SpringBig helps drive regulatory
compliance. The Company prides itself on being ahead of the curve when it comes to changes to regulations to both SMS and to the overall
cannabis landscape.

The TCPA prohibits autodialed
text messages, unless made with the prior express, written consent of the receiving party, to any telephone number assigned to a cell
phone. Additionally, mobile carriers act as gatekeepers between businesses and consumers. The Cellular Telecommunications Industry Association
(“CTIA”), a trade organization for mobile carriers (including SpringBig’s messaging distributors), periodically issues
industry best practice guidance which currently includes prohibiting messaging content that contains or promotes sex, hate, alcohol, firearms,
or tobacco (referred to as “SHAFT”), and interpretation of this guidance includes cannabis within the tobacco category. SpringBig’s
platform (including, in particular, its text message marketing) is designed to ensure compliance with TCPA, SHAFT guidelines, and other
applicable CTIA guidance. SpringBig proactively monitors and, as necessary, adapts its platform and services to comply with these guidelines
and standards. Further, as part of its proactive monitoring of mobile carriers’ guidelines, SpringBig endeavors to maintain close
relationships with our messaging distributors, and as such, have been made well aware of any carrier-implemented restrictions that may
impact the way cannabis retailers communicate with their consumers via SMS. These relationships have allowed us to continue servicing
our customers in a rapidly changing environment, with no disruption of service or restrictions from sending messages from major carriers.

SpringBig’s customers
can utilize the platform consent interface or other means to obtain the consumer’s consent that is required to receive messages,
and as an integral part of its services, SpringBig creates templates for its retail customers that are in compliance with SHAFT guidelines
to use in promotional messaging. The approved templates do not explicitly discuss or promote cannabis, but rather provide general information
about the retailer, the consumer’s reward status and can also incorporate a link that directs opted-in consumers to additional promotional
material created by the retail customers.

As a third-party provider of
a software platform, state cannabis regulatory marketing rules generally do not apply to SpringBig. The Company’s retail customers
are responsible for ensuring that their marketing materials comply with state law.

Additionally, SpringBig has instituted policies and procedures to verify
the licensing status of its clients and to conduct periodic screening to confirm the continuing licensing status of its clients. Further,
the Company monitors proposed and pending legislative changes on a state and federal level.

4

Our Competitive Strengths

We believe that we are a leading
provider of customer loyalty and marketing automation solutions to cannabis retailers and brands, and our key competitive strengths are
the following:

We are a leading direct-to-consumer
marketing and customer loyalty platform in the cannabis industry. We are one of the largest loyalty & marketing automation
providers in the cannabis space with over 47 million consumers enrolled in our platform, and over 775 clients with approximately 2,400
discrete retail locations. We started serving the cannabis market in 2016 and were a pioneer in providing SMS marketing solutions to cannabis
retailers. We partner with many of the leading multi-state-operators (“MSOs”), we believe that our differentiated suite of
solutions and deep understanding of customer needs will enable us to expand our leadership position as we grow into existing and new markets
and expand our offering.

We have a diverse geographic
footprint, with operations in all states that have legalized cannabis in some form. We believe that our broader geographic footprint,
scope of operations, and established position in the industry all support our efforts to be a first mover in future new markets and may
make it more difficult, time-intensive and costly for competitors to replicate.

We provide critical value
to our customers. Loyalty and messaging are critical for cannabis retailers and brands to directly engage, connect, and retain
their customer base. Our suite of solutions is designed to enable our customers to engage with their consumers in an efficient way, sustainably
driving customer retention, acquisition, spend and foot-traffic. On average, our clients can recover the cost of their monthly subscription
for the SpringBig platform within a few days of utilizing our offerings each month. In addition, we have successfully integrated with
many of the industry’s leading POS systems, which enables us to collect and analyze consumer data and feedback, providing our clients
with actionable insights for marketing purposes, and we have also completed our initial POS system integrations outside of the cannabis
industry.

Our Growth Strategies

Our goal is to become the leading
SaaS software platform to cannabis retailers and brands, providing data-driven loyalty, marketing and consumer buying experience solutions
throughout the U.S. and Canada and to expand into other regulated markets.

Our excellent reputation in the cannabis market and comprehensive solutions
offering provide us with the opportunity to expand our footprint and grow these accounts via up-selling and cross-selling. We grow alongside
our clients via a “flywheel” effect as we benefit from the growth of their businesses and expansion of their customer base,
which is, in turn, enabled by their use of our platform.

We also plan to grow our business
by expanding accounts with existing clients that may not have initially leveraged our platform for all their locations. Our clients realize
significant returns on investment and increased customer engagement, which has historically driven the success of our land and expand
strategy. In addition, we expect to further our penetration with existing clients as they enter new markets, as our platform will touch
more end-customers and gather more actionable data.

We plan to leverage and expand
our existing sales force and marketing strategy to acquire additional cannabis retailers as new clients. As existing markets in legalized
states expand and cannabis becomes more widely used, we believe our existing presence positions us to continue to gain market share. We
believe that the continued growth of the cannabis market and evolution of regulation, both in terms of legalizing recreational and medical
use cannabis (as described below) as well as regarding communications and advertisements, will drive further adoption of our platform.

As an increasing number of
states in the U.S. legalize medical cannabis use or transition from medical to recreational cannabis use, a significant growth opportunity
presents itself as the number of retailers, the consumer base and total spend all increase. We have historically been responsive as a
first mover into new medical and recreational adult-use markets as they become legal, which gives us a significant competitive advantage
to grow as state-by-state legalization evolves. We believe our deep understanding of the space coupled with our experienced sales force
will enable us to quickly enter and execute in new markets and capture new business, which we can sustain via our exceptional product
offerings.

During 2024, we also announced the launch of our messaging capabilities
into the gaming industry, offering SMS solutions to skilled gaming apps, casinos, sports betting platforms, horse tracks and betting advise
sites.

We intend to continue investing
in and develop our technology capabilities to offer our clients more advanced and comprehensive solutions. This will help enable us to
extend our platform beyond our core offering which presents significant upsell opportunities.

Approximately $5.7 billion
of GMV is currently processed by the retailers that are on our platform. Through our entrenched position with retailers delivering mission
critical messaging and loyalty solutions, we believe we are well-positioned to monetize a portion of this GMV through payments and reward
points. We plan to capture a portion of this spend through the SpringBig rewards wallet solution that our current clients utilize to manage
their rewards program and have recently introduced a gift card payment option. Additionally, with over 47 million consumers and integrations
with many of the leading POS providers, we have access to a wealth of data that drive our proprietary insights. While these integrations
assist in our ability to offer feedback to our customers, these commercial relationships do not represent a material amount of SpringBig’s
revenues, constitute a material amount of shared revenue, or constitute a material distribution source for SpringBig. However, we believe
there is a path to monetize this data and create new revenue opportunities.

5

Sales

Our sales team is primarily
based out of our Boca Raton, Florida headquarters with additional team members in our Canadian office in Toronto, Ontario and client services
support staff at both these locations and in Seattle, Washington to assist new and existing clients. As of December 31, 2025, of the 56
people we employed, 25 individuals focused exclusively on selling and client service. Our sales force is well versed in our offerings,
including consumer facing, retailer platform, and brand platform products.

As we continue to scale, we
expect to continue to recognize significant efficiencies with our sales effort. Currently, our primary focus revolves around converting
inbound leads, as cannabis retailers and brands look to join our platform upon beginning their operations. We also utilize state cannabis
regulators’ lists of licensees to internally generate client leads.

Marketing

Similar to our sales efforts,
we expect to continue to achieve marketing efficiency as we scale our business. We believe our platform’s scale and strong customer
loyalty market themselves, however we still intend to implement a variety of marketing efforts to attract additional retailers and brands
not yet on our platform. Marketing efforts include multiple strategies designed to attract and retain both retail and brands subscribers.

Technology

We invested significantly to
create a fully integrated technology stack that connects the three categories of participants in the cannabis ecosystem, namely the customers,
retailers, and brands. By partnering with other industry leaders through various data analytics, e-commerce and POS platforms, we help
to enhance engagement, analytics, and create a truly omni-channel experience for our clients and their customers.

Our suite of SaaS-based solutions
provides cutting-edge technologies, and we continue to be the database of record for over a thousand cannabis businesses, with customer
profiles being created first through our loyalty platform, and through integration of our platform with POS systems, where we can collect
crucial data points through POS transactions.

Revenue Concentration

We have a diversified client
base of approximately 775 clients with approximately 2,400 retail locations. No single client accounted for more than 20% of revenue for
the year ended December 31, 2025, and 15% of revenue for the year ended December 31, 2024. Our top 10 clients accounted for 44% and 41%
of total revenue over the same periods.

Research & Development

We conduct concerted product
development efforts focused on implementing new, value-add features to our platform, as well as developing new solutions that increase
functionality, data-driven actionable insights and enhance ease of use throughout the customer journey. We expect our research and development
expenses to remain consistent as a percentage of total revenue with increased growth continuing to support product enhancements.

Seasonality

We have not experienced a significant
impact on our results due to seasonality. However, our clients may experience seasonality in their businesses that, in turn, can impact
the revenue generated from them. Our business may become more seasonal in the future and historical patterns in our business may not be
a reliable indicator of future performance.

6

Competition

Our direct competitors for
various elements of our offerings and services include businesses both within and outside of the cannabis industry that are specifically
focused on marketing and customer engagement, commerce and POS solutions or SaaS software, as well as companies focused on technology
solutions focused on the cannabis industry.

We believe that the principal
competitive factors in our market include, the scale of our operations in all states that have legalized cannabis in some form and the
ability to be a first mover in future new markets, the ability to offer comprehensive services across customer relationship management
(“CRM”) and marketing software, the ability to support client promotions and the building of loyalty with end-consumers and
increase retention, the ability to collect and analyze consumer data and feedback (and providing clients with actionable insights for
marketing purposes), and effective communications and marketing to end-customers. We believe we compete favorably based on these factors.

For additional information
about the risks to our business related to competition, see the section captioned “Risk Factors - Risks Related to SpringBig’s
Business and Industry.

Intellectual Property

Our intellectual property and
proprietary rights are valuable assets that are important to our business. In our efforts to safeguard our copyrights, trade secrets,
trademarks and other intellectual property rights worldwide, we rely on a combination of federal, state, common law and international
rights in the jurisdictions in which we operate.

We have an ongoing trademark
and service mark registration program pursuant to which we register our brand names in the United States. As of December 31, 2025, we
have been issued trademark registrations in the United States, covering among other marks, “SpringBig.”

We also rely on non-disclosure
agreements, invention assignment agreements, intellectual property assignment agreements, or license agreements with employees, independent
contractors, consumers, software providers and other third parties, which protect and limit access to and use of our proprietary intellectual
property.

Though we rely, in part, upon
these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees, as well as the functionality
and frequent enhancements to our platform are larger contributors to our success in the marketplace.

Circumstances outside our control
could pose a threat to our intellectual property rights. For more information, see the section entitled “Risk Factors - Risks Related
to SpringBig’s Intellectual Property.”

Employees and Human Capital Resources

As of December 31, 2025,
we had 56 full-time employees, including employees focused on engineering, client success, corporate development, brands, digital message
and general and administrative and professional services. We also engage independent contractors to supplement our permanent workforce.
48 employees are located in the United States and 8 employees are located in Canada.

We consider our relations with
our employees to be good. None of our employees are represented by a labor union or covered by collective bargaining agreements, and we
have not experienced any work stoppages.

7

Corporate Information

We were originally formed on January 24, 2020,
under the name “Tuatara Capital Acquisition Corporation,” as a blank check company incorporated as a Cayman Islands exempted
company, incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. On June 13, 2022, in anticipation of the consummation of the previously announced
business combination among Tuatara, Merger Sub and Legacy SpringBig, 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
and it then changed its name to SpringBig Holdings, Inc.

Our principal executive office is located at 621
NW 53rd Street, Suite 340, Boca Raton, Florida 33487. Our telephone number is (800) 772-9172. Our website address is www.springbig.com.
Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is
an inactive textual reference only.