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