Exhibit 19.1

SpringBig Holdings, Inc.

Insider Trading Policy

Adopted June 14, 2022, as Amended July 6, 2022

This policy describes the standards, policies and procedures of SpringBig Holdings, Inc. and its subsidiaries (collectively referred to in this policy as the “Company”) on trading, and causing the trading of, the Company's securities or securities of certain other publicly traded companies while in possession of confidential information.

During the course of your employment, directorship, consultancy or other relationship with the Company, you may receive important information that is not yet publicly available (“inside information”), about the Company or about other publicly-traded companies with which the Company has business dealings. Because of your access to this inside information, you may be in a position to profit financially by buying or selling, or in some other way dealing, in the Company’s stock, or stock of another publicly-traded company, or to disclose such information to a third party who does so profit.

One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the Company's securities or the securities of certain other companies or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “nonpublic,” which is described later in this policy.

Part II of this policy addresses the Company’s policies around “insider trading” and Part III of this policy imposes additional trading restrictions and procedures for certain Company insiders.

The Company’s policy regarding insider trading applies to all employees of the Company all officers of the Company, all members of the Company's board of directors and their respective family members and also the Company’s consultants and other contractors who have access to inside information concerning the Company.

You shall not engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, while in possession of “inside” (material, nonpublic) information.

You shall not disclose (“tip”) inside information about the Company to any other person where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall you make recommendations or express opinions on the basis of inside information as to trading in the Company’s securities.

Further, you shall not engage in any transaction involving the purchase or sale of another company’s securities while in possession of material nonpublic information about such company when that information is obtained in the course of employment with, or the performance of services on behalf of, the Company and for which there is a relationship of trust and confidence concerning the information.

Additionally, it is important that the appearance of insider trading in securities be avoided. The only exception is that transactions directly with the Company, e.g., option exercises for cash are permitted. However, the subsequent sale or other disposition of such stock is fully subject to these restrictions.

As a practical matter, it is sometimes difficult to determine whether you possess “inside” information; that is, material, non-public information.

The key to determining whether nonpublic information you possess about a public company is inside “material” information is whether dissemination of the information would likely affect the market price of the company’s stock or would likely be considered important, or “material,” by investors who are considering trading in that company’s stock. Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company's operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. If the information makes you want to trade, it would probably have the same effect on others. When in doubt about whether particular nonpublic information is material, you should presume it is material.

Although by no means an all-inclusive list, information about the following items may be considered to be inside information until it is publicly disseminated:

Remember, both positive and negative information can be material.

Insider trading prohibitions come into play only when you possess information that is material and “non-public.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. For information to be considered publicly disseminated, it must be widely disclosed through a press release or SEC filing, and a sufficient amount of time must have passed to allow the information to be fully disclosed. Generally speaking, information will be considered publicly disseminated after two full trading days have elapsed since the date of public disclosure of the information. For example, if an announcement of inside information of which you were aware was made prior to trading on Wednesday, then you may execute a transaction in the Company’s securities on Friday.

If you possess inside information, you may not trade in a company’s stock, advise anyone else to do so or communicate the information to anyone else until you know that the information has been publicly disseminated as described above. This means that in some circumstances, you may have to forego a proposed transaction in a company’s securities even if you planned to execute the transaction prior to learning of the inside information and even though you believe you may suffer an economic loss or sacrifice an anticipated profit by waiting. “Trading” includes engaging in short sales, transactions in put or call options, hedging transactions and other inherently speculative transactions.

In order to prevent market manipulation, the SEC adopted Regulation M under the Exchange Act. Regulation M generally restricts the Company or any of its affiliates from buying Company stock, including as part of a share buyback program, in the open market during certain periods while a distribution, such as a public offering, is taking place. You should consult with the Company’s Chief Financial Officer or legal counsel if you desire to make purchases of Company stock during any period in which the Company is conducting an offering. Similar considerations may apply during period when the Company is conducting or has announced a tender offer.

Because the officers and directors and certain members of management of the Company are the most visible to the public and are most likely, in the view of the public, to possess inside information about the Company, we require them to do more than refrain from insider trading. We require that they limit their transactions in the Company’s stock to defined time periods following public dissemination of quarterly and annual financial results and notify and receive prior approval from Chief Financial Officer or legal counsel prior to engaging in transactions in the Company’s stock.

The provisions outlined in this stock trading policy apply to all officers and directors of the Company. In addition, certain members of management and other employees, including any controller or member of the accounting and finance team involved in the preparation of Company financial statements, or such other individuals who are designated by the Chief Executive Officer or the Chief Financial Officer and informed of such designation, are subject to this policy because of their access to sensitive Company information. Generally, any entities or family members whose securities trading activities are controlled or influenced by any of such persons should be considered to be subject to the same restrictions.

Generally, except as set forth in this paragraphs B, C, D, and F of this policy, officers and directors and other members of management may buy or sell securities of the Company only during a “window period” that opens after two full trading days have elapsed after the public dissemination of the Company’s annual or quarterly financial results and closes 15 days prior to the end of the Company’s fiscal quarter.

This window period may be closed early or may not open if, in the judgment of the Chief Financial Officer or legal counsel, there exists undisclosed information that would make trades by members of the Company’s management and directors inappropriate. It is important to note that the fact that the window period has closed early or has not opened should be considered inside information.

It should be noted that even during the “open window”, any person possessing inside information should not engage in any transactions in the Company’s securities until two full trading days have elapsed since the date of public disclosure of such information, whether or not the Company has recommended a suspension of trading to that person.

An officer or director or other member of management who believes that special circumstances require him or her to trade outside the window period should consult with the Company’s Chief Financial Officer or legal counsel. Permission to trade outside the window period will be granted only where the circumstances are extenuating and there appears to be no significant risk that the trade may subsequently be questioned.

1. Option Exercises. Directors and officers and other members of management may exercise options for cash granted under the Company’s stock option plans without restriction to any particular period. However, the subsequent sale of the stock acquired upon the exercise of options is subject to all provisions of this policy.

2. 10b5-1 Automatic Trading Programs. In addition, purchases or sales of the Company’s securities made pursuant to, and in compliance with, a written plan established by a director, officer or other member of management that meets the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Trading Plan”) may be made without restriction to any particular period provided that he Trading Plan was established in good faith, in compliance with the requirements of Rule 10b5-1, at the time when such individual was not in possession of inside information about the Company and the Company had not imposed any trading blackout period. All Trading Plans (along with any revisions or amendments thereto) must be reviewed and approved in advance of adoption and any trades thereunder by the Chief Financial Officer or legal counsel and the Company must be notified of any termination of such Trading Plan. All Trading Plans shall be subject to a 30-day cooling off period (or such other cooling off period as may be required by law) between the date of adoption of a Trading Plan and the date of the first transaction.

In addition to the requirements of paragraph B above, officers and directors and other members of management may not engage in any transaction in the Company’s securities, including any purchase or sale in the open market, loan, or other transfer of beneficial ownership without first obtaining pre- clearance of the transaction from the Company’s Chief Financial Officer or legal counsel or such other person so designated by the Chief Financial Officer (each, a “Clearing Officer”) at least two business days in advance of the proposed transaction. The Clearing Officer will then determine whether the transaction may proceed and, if so, will direct the applicable personnel to assist in complying with the reporting requirements under Section 16(a) of the Exchange Act, if any. Pre-cleared transactions not completed within five business days shall require new pre-clearance under the provisions of this paragraph. The Company may, at its discretion, shorten such period of time.

No officer, director or other members of management may engage in short sales, transactions in put or call options, or hedging transactions with respect to the Company’s stock at any time.

Officers and directors subject to the reporting obligations under Section 16 of the Exchange Act should take care not to violate the prohibition on short-swing trading (Section 16(b) of the Exchange Act) and the restrictions on sales by control persons (Rule 144 under the Securities Act of 1933, as amended), and should file all appropriate Section 16(a) reports (Forms 3, 4 and 5), and any notices of sale required by Rule 144.

This policy continues to apply to your transactions in the Company’s stock or the stock of other public companies engaged in business transactions with the Company even after your employment, directorship, consultancy or other relationship with the Company has terminated. If you are in possession of inside information when your relationship with the Company concludes, you may not trade in the Company’s stock or the stock of such other company until the information has been publicly disseminated or is no longer material.

Anyone who effects transactions in the Company’s stock or the stock of other public companies engaged in business transactions with the Company (or provides information to enable others to do so) on the basis of inside information is subject to both civil liability and criminal penalties, as well as disciplinary action by the Company. An employee, director or consultant who has questions about this policy should contact his or her own attorney or the Company’s Chief Financial Officer or legal counsel.

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