SEC Comment Letter 0000000000-24-007649 to SpringBig Holdings, Inc. (SBIG)
SpringBig Holdings, Inc.
Date: July 5, 2024 · CIK: 0001801602 · Accession: 0000000000-24-007649
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280335
Letter
July 5, 2024 Paul Sykes Chief Financial Officer SpringBig Holdings, Inc. 621 NW 53rd Street Suite 500 Boca Raton, Florida 33487 Re:SpringBig Holdings, Inc. Registration Statement on Form S-1 Filed June 20, 2024 File No. 333-280335 Dear Paul Sykes: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form S-1 filed June 20, 2024 Selling Stockholders, page 83 1.You disclose that “no Selling Stockholder is a broker-dealer or an affiliate of a broker- dealer" but note that some of your selling shareholders may be affiliates of broker-dealers. Please note that a registration statement registering the resale of shares being offered by a broker-dealer must identify the broker-dealer as an underwriter if the shares were not issued as underwriting compensation. For a selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller purchased the securities in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the seller had no agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable to make these statements in the prospectus, please disclose that the selling stockholder is an underwriter. Please revise your disclosure accordingly or advise.
July 5, 2024 Page 2 Plan of Distribution, page 100 2.We note your disclosure on page 101 that your selling securityholders may sell their securities in one or more underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Aslam A. Rawoof
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July 5, 2024
Paul Sykes
Chief Financial Officer
SpringBig Holdings, Inc.
621 NW 53rd Street
Suite 500
Boca Raton, Florida 33487
Re:SpringBig Holdings, Inc.
Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-280335
Dear Paul Sykes:
We have conducted a limited review of your registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed June 20, 2024
Selling Stockholders, page 83
1.You disclose that “no Selling Stockholder is a broker-dealer or an affiliate of a broker-
dealer" but note that some of your selling shareholders may be affiliates of broker-dealers.
Please note that a registration statement registering the resale of shares being offered by a
broker-dealer must identify the broker-dealer as an underwriter if the shares were not
issued as underwriting compensation. For a selling stockholder that is an affiliate of a
broker-dealer, your prospectus must state, if true, that: (1) the seller purchased the
securities in the ordinary course of business; and (2) at the time of purchase of the
securities you are registering for resale, the seller had no agreements or understandings,
directly or indirectly, with any person, to distribute the securities. If you are unable to
make these statements in the prospectus, please disclose that the selling stockholder is an
underwriter. Please revise your disclosure accordingly or advise.
July 5, 2024
Page 2
Plan of Distribution, page 100
2.We note your disclosure on page 101 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm your understanding that the retention by a selling stockholder of an
underwriter would constitute a material change to your plan of distribution requiring a
post-effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Aslam A. Rawoof