SEC Form SC 13D filed by BigBear.ai Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

BigBear.ai Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

08975B109

(CUSIP Number)

Jeffrey C. Selman

DLA Piper LLP (US)

555 Mission Street, Suite 2400

San Francisco, CA 94105-2933

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 7, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d- l(e), 240.13d-l(f) or 240.13d- l(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 08975B109

Note: All share numbers on these cover pages are presented as shares of Common Stock, $0.0001 par value (the “Common Stock”) of BigBear.ai Holdings, Inc., a Delaware corporation (the “Issuer”), as further described herein.

2

CUSIP No. 08975B109

3

CUSIP No. 08975B109

4

CUSIP No. 08975B109

5

Item 1. Security and Issuer

This Schedule 13D relates to shares of Common Stock, $0.0001 par value (the “Common Stock”) of BigBear.ai Holdings, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 6811 Benjamin Franklin Drive, Suite 200, Columbia, Maryland 21046.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Prior to the initial public offering of GigCapital4, Inc. (“GigCapital4”), a Delaware corporation (now named BigBear.ai Holdings, Inc. following the closing of the business combination and the Issuer), GigAcquisitions4 purchased 7,460,000 shares of Common Stock for an aggregate purchase price of $25,000, or approximately $0.003351 per share (the “Founder Shares”). On February 8,2021, in connection with its initial public offering, GigCapital4 effected a 1.2:1 stock split of its common stock, resulting in GigAcquisitions4 holding 8,952,000 Founder Shares. In connection with such initial public offering, GigAcquisitions4 purchased 850,000 units (the “Private Units”) at a purchase price of $10.00 per Private Unit with each such unit consisting of one share of Common Stock and one-third (1/3) of one warrant. Each whole warrant (a “Private Warrant”) is exercisable for one share of Common Stock at a price of $11.50 per full share. GigAcquisitions4 obtained the funds to purchase the Founder Shares and the Private Units from its working capital.

On December 7, 2021, in connection with the closing of the Issuer’s business combination, the Private Units automatically separated into their constituent parts of 850,000 shares of Common Stock and 283,333 Private Warrants for no additional consideration. In addition, on that same day, in connection with the closing of the Issuer’s business combination, GigAcquisitions4 transferred 250,000 Founder Shares to AE BBAI Aggregator, LP, a Delaware limited partnership (“Aggregator”).

Item 4. Purpose of Transaction

Business Combination

On June 4, 2021, the Issuer announced the consummation of its business combination with BigBear.ai Holdings, LLC (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger dated as June 4, 2021 and amended August 6, 2021 and November 30, 2021 (the “Merger Agreement”), with GigCapital4 Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of GigCapital4, BigBear.ai Holdings, LLC, a Delaware limited liability company, and BBAI Ultimate Holdings, LLC, a Delaware limited liability company (“Holdings”), following the approval at the special meeting of the stockholders of GigCapital4 held on December 3, 2021 (the “Special Meeting”). In connection with the consummation of the Business Combination, the registrant changed its name from GigCapital4, Inc. to BigBear.ai Holdings, Inc. on December 7, 2021.

This summary is qualified in its entirety by reference to the text of the Merger Agreement, which is attached hereto as Exhibit 7.1 and Exhibit 7.3, and incorporated by reference.

Investor Rights Agreement

Pursuant to the terms of the Merger Agreement, on December 6, 2021, the Issuer entered into an amended & restated investor rights agreement (the “Investor Rights Agreement”) with certain of its stockholders (the “Holders”), pursuant to which such Holders were granted certain rights relating to the registration of shares of common stock held by them.

Pursuant to the Investor Rights Agreement, the Issuer’s Board of Directors (the “Board”) is comprised of eleven directors, of which (i) seven of such directors were initially designated by Holdings, Aggregator and certain of their affiliates (the “Partners”), (ii) three of such directors were initially designated by GigAcquisitions4 and (iii) one of such directors was initially designated mutually by the Partners and GigAcquisitions4, as further set forth by the Investor Rights Agreement. Additionally, the Partners and GigAcquisitions4 have agreed to not to sell, transfer, pledge or otherwise dispose of shares of registrable securities for 180 days, subject to certain exceptions. In addition, pursuant to the Investor Rights Agreement the Issuer will file a shelf registration statement within 45 days following the date of the closing of business combination in respect of all registrable securities under the Investor Rights Agreement (subject to the Issuer’s receipt of certain information from the holders thereof) and will use reasonable best efforts to cause such shelf registration statement to become effective under the Securities Act of 1933, as amended, as soon as practicable after such filing and, once effective, maintain or, in the event it ceases to be effective, replace such shelf registration statement until such parties have sold all eligible equity securities of the Issuer beneficially owned by such parties as of the date of the Closing (as defined in the Investor Rights Agreement). Pursuant to the Investor Rights Agreement, certain parties will be entitled to customary piggyback rights on registered offerings of equity securities of the Issuer and certain other registration rights, including unlimited shelf take-downs and, in the case of the Partners, demand registration rights following the expiration of the Lock-Up Period (as defined in the Investor Rights Agreement). Any underwritten offering of the Issuer’s equity securities will be subject to customary cut-back provisions. Pursuant to the Investor Rights Agreement, the Issuer will agree to cooperate and use commercially reasonable efforts to consummate the applicable registered offerings initiated by the parties and will pay the fees and expenses of such offerings (including reasonable and documented fees of one counsel for the parties participating in such offering). This summary is qualified in its entirety by reference to the text of the Investor Rights Agreement, which is included as Exhibit 7.3 and incorporated by reference.

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Investor Rights Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies, as applicable, or that any such transaction would be successfully implemented.

Except as disclosed in this Item 4, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions and/or other factors.

Item 5. Interest in Securities of the Issuer

(a) and (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 135,566,227 shares of Common Stock outstanding as of December 7, 2021 following the closing of the Business Combination:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 4 above summarizes certain provisions of the Merger Agreement and the Investor Rights Agreement and is incorporated herein by reference. Copies of such agreements are attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

EXHIBIT INDEX