8-K: SpringBig Holdings Changes Auditors Amidst Going Concern Concerns

SpringBig Holdings, Inc. has dismissed its independent registered public accounting firm, WithumSmith+Brown, PC, and appointed Victor Mokuolu, CPA PLLC as its new auditor, effective July 30, 2026.

Summary

• SpringBig Holdings, Inc. announced on July 30, 2026, the dismissal of WithumSmith+Brown, PC (Withum) as its independent registered public accounting firm.
• The company simultaneously appointed Victor Mokuolu, CPA PLLC (VMCPA) as its new independent registered public accounting firm, also effective July 30, 2026.
• Withum's audit reports for the fiscal years ended December 31, 2025, and December 31, 2024, did not contain adverse opinions but did include an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern due to accumulated deficit, working capital deficit, and note payable maturity.
• The company states there were no disagreements with Withum on accounting principles or financial disclosures during the relevant periods.
• Material weaknesses in internal control over financial reporting related to accounting personnel expertise and IT controls were identified for fiscal years 2024 and 2025, but the company asserts these were remediated as of December 31, 2025.
• There were no consultations with VMCPA regarding accounting principles or audit opinions prior to their appointment.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the change in auditors, especially given the prior auditor's going concern warning, despite the company's claims of remediated internal control weaknesses.

Positives

• The company states that material weaknesses in internal control over financial reporting were remediated as of December 31, 2025.
• There were no disagreements with the former auditor, Withum, on any matters of accounting principles, practices, financial statement disclosure, or auditing scope or procedures.

Negatives

• The company dismissed its independent registered public accounting firm, WithumSmith+Brown, PC.
• The prior auditor's reports raised substantial doubt about the company's ability to continue as a going concern due to accumulated deficit, working capital deficit, and note payable maturity.
• The company previously identified material weaknesses in internal control over financial reporting, although it claims these were remediated.

Risks

• The company's accumulated deficit, working capital deficit, and note payable maturity raise substantial doubt about its ability to continue as a going concern.
• The change in auditors, especially following a going concern warning from the previous auditor, could be perceived negatively by investors and stakeholders.
• Potential for scrutiny from regulators or investors regarding the reasons for the auditor change and the company's financial stability.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. However, the appointment of a new auditor and the prior auditor's going concern statement suggest continued focus on financial reporting and operational stability.

Management Comments

• The company provided Withum with a copy of the disclosures contained in this Current Report on Form 8-K prior to filing it with the Securities and Exchange Commission (the SEC) and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein.

Industry Context

StockSavvy.ai notes that auditor changes, particularly when coupled with prior going concern warnings, can signal underlying financial or operational challenges. The cannabis industry, in which SpringBig operates, often faces unique regulatory and financial pressures that can exacerbate these issues.

Corporate Governance

Stakeholder Impact

• Shareholders: May experience increased uncertainty regarding the company's financial stability and future reporting accuracy due to the auditor change and prior going concern warnings.
• Creditors: May face heightened concerns about the company's ability to meet its financial obligations, given the going concern issues.
• Regulators: May review the circumstances surrounding the auditor change and the company's internal control remediation efforts.

Next Steps

• The company will file an amendment to this Current Report on Form 8-K if WithumSmith+Brown, PC provides a letter agreeing with the statements made herein within the required time period.

Key Dates

Recommendation

The change in auditors, coupled with the previous auditor's going concern opinion, introduces significant uncertainty. While the company claims remediation of internal control weaknesses, the overall financial health indicated by the going concern note warrants caution. A 'hold' recommendation reflects the need for further clarity on the new auditor's assessment and the company's path to sustained financial stability before considering a more definitive investment stance.

Keywords

Auditor Change, Independent Auditor, Going Concern, Internal Controls, Financial Reporting, Audit Committee, Material Weaknesses