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    SEC Form 8-K filed by BigBear.ai Inc.

    6/2/25 5:10:20 PM ET
    $BBAI
    Computer Software: Prepackaged Software
    Technology
    Get the next $BBAI alert in real time by email
    8-K
    false 0001836981 0001836981 2025-06-02 2025-06-02 0001836981 bbai:CommonStock0.0001ParValue2Member 2025-06-02 2025-06-02 0001836981 bbai:RedeemableWarrantsEachFullWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerShare1Member 2025-06-02 2025-06-02
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported) June 2, 2025

     

     

    BigBear.ai Holdings, Inc.

    (Exact name of Registrant as Specified in Charter)

     

     

     

    Delaware   001-40031   85-4164597
    (State or Other Jurisdiction of
    Incorporation or Organization)
      (Commission
    File Number)
      (IRS Employer
    Identification Number)

     

    7950 Jones Branch Drive, First Floor, North Tower
    McLean, VA 22102
    (Address of principal executive offices, including Zip Code)

    (410) 312-0885

    (Registrant’s telephone number, including area code)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbols

     

    Name of each exchange
    on which registered

    Common stock, $0.0001 par value   BBAI   New York Stock Exchange
    Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share   BBAI.WS   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 8.01.

    Other Events.

    As previously reported, on May 10, 2024, BigBear.ai Holdings, Inc. (the “Company”) entered into a Controlled Equity Offering sales agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent (the “sales agent”), pursuant to which the Company may, from time to time, sell shares of its common stock through the sales agent.

    The issuances and sales under the Sales Agreement have been made pursuant to the Company’s registration statement on Form S-3 (File No. 333-271230) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2023, the base prospectus included in the Registration Statement (the “Base Prospectus”), dated April 21, 2023, and a prospectus supplement (together with the Base Prospectus, the “Prior Prospectus”), dated May 10, 2024, having a maximum aggregate offering price of $150.0 million. As of May 30, 2025, the Company had offered and sold shares of common stock under the Sales Agreement pursuant to the Registration Statement and the Prior Prospectus for aggregate gross proceeds to the Company of approximately $150.0 million.

    On June 2, 2025, the Company filed with the SEC a prospectus supplement, dated June 2, 2025, which, combined with the Base Prospectus (together, the “New Prospectus”), provides for a maximum aggregate offering price of $150.0 million. The issuances and sales under the Sales Agreement will be made pursuant to the Registration Statement and the New Prospectus.

    In connection with the New Prospectus, the legal opinion of Latham & Watkins LLP relating to the shares of common stock being sold pursuant to the Sales Agreement, is filed as Exhibit 5.1 to this Current Report.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits:

     

    Exhibit
    No.
      

    Description

    5.1    Opinion of Latham & Watkins LLP.
    23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1).
    104    Cover Page Interactive Data File (Embedded within the Inline XBRL Document).

     


    SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Dated: June 2, 2025   By:  

    /s/ Sean Ricker

        Name:   Sean Ricker
        Title:   Chief Accounting Officer

     

    3

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