Merchandise 1.01 Entry right into a Materials Definitive Settlement

Underwriting Settlement and customary warrants

On June 8, 2023, BigBear.ai Holdings, Inc. (the “Firm”) entered into an
Underwriting Settlement (the “Underwriting Settlement”) with Cowen and Firm,
LLC, as consultant of the a number of underwriters listed on Schedule A thereto
(collectively, the “Underwriters”), referring to the acquisition and sale of an
mixture of 11,848,341 shares (the “Shares”) of its frequent inventory, par worth
$0.0001 per share (“Widespread Inventory”) and accompanying frequent warrants in a
registered direct providing (the “Providing”). Every share of Widespread Inventory is
accompanied by a typical warrant to buy three-quarters of a share of Widespread
Inventory at an train value of $2.32 per share. The frequent warrants are initially
exercisable for as much as 8,886,255 shares of Widespread Inventory at a mixed buy
value of $2.11 per share of Widespread Inventory and accompanying frequent warrant. The
mixture gross proceeds to the Firm are anticipated to be roughly
$25 million earlier than deducting underwriting reductions and commissions and providing
bills. The frequent warrants will develop into exercisable six months after issuance
and have a five-year time period and an preliminary train value of $2.32 per share.

To the extent the frequent warrants will not be supplied and bought to the preliminary holder
pursuant to an efficient registration assertion, then in lieu of creating the money
fee in any other case contemplated to be made to the Firm upon such train in
fee of the mixture train value, the holder could elect as a substitute to obtain
upon such train (both in complete or partly) the online variety of shares of
Widespread Inventory decided based on a components set forth within the frequent warrants.
The frequent warrants additionally embody sure rights upon “basic transactions”
as described within the frequent warrants, together with the precise to require the Firm
or a successor entity to redeem the frequent warrants for money within the quantity of
the Black-Scholes Worth (as outlined in every frequent warrant) of the unexercised
portion of the frequent warrants concurrently with or inside 30 days following the
consummation of a basic transaction.

The Underwriting Settlement incorporates customary representations, warranties and
agreements by the Firm and customary circumstances to closing, obligations of
the events and termination provisions. Moreover, the Firm has agreed to
indemnify the Underwriters in opposition to sure liabilities, together with liabilities
beneath the Securities Act of 1933, as amended (the “Securities Act”). The Firm
has additionally agreed with the Underwriters to not supply or promote any shares of its
Widespread Inventory (or securities convertible into or exchangeable for Widespread Inventory),
topic to sure exceptions, for a interval of 60 days after the date of the
Underwriting Settlement with out the prior written consent of Cowen and Firm,
LLC. The representations, warranties and covenants contained within the Underwriting
Settlement had been made just for functions of such settlement and as of particular
dates, had been solely for the advantage of the events to such settlement and could also be
topic to limitations agreed upon by the contracting events.

The Firm intends to make use of the proceeds from the Providing primarily for common
company functions. The closing of the Providing is predicted to happen on June 13,
2023, topic to customary closing circumstances.

The Providing was made pursuant to the Firm’s shelf registration assertion on
Type S-3 (File No. 333-271230) (the “Registration Assertion”), declared
efficient by the Securities and Trade Fee on April 21, 2023, and a
associated prospectus included within the Registration Assertion, as supplemented by a
ultimate prospectus complement dated June 8, 2023.

The Underwriting Settlement, which is hooked up to this Present Report on
Type 8-Ok (this “Present Report”) as Exhibit 1.1, is included herein by
reference. A duplicate of the type of frequent warrant is filed as Exhibit 4.1 hereto.
The foregoing descriptions of the phrases of the Underwriting Settlement and the
frequent warrants don’t purport to be full and are certified in its entirety
by reference to such reveals. Kirkland & Ellis LLP, counsel to the Firm,
delivered an opinion as to the legality of the issuance and sale of the Shares
and customary warrants within the Providing, a duplicate of which is hooked up hereto as
Exhibit 5.1 and is included herein by reference.

--------------------------------------------------------------------------------

Merchandise 7.01 Regulation FD Disclosure.

On June 8, 2023, the Firm issued a press launch saying the pricing of
the Providing. A duplicate of this press launch is furnished as Exhibit 99.1 to this
Present Report on Type 8-Ok.

The data included in Exhibit 99.1 of this Present Report on Type 8-Ok is
being furnished and shall not be deemed “filed” for functions of Part 18 of
the Securities Trade Act of 1934, as amended (the “Trade Act”), or
in any other case topic to the liabilities of that part, nor shall it’s deemed
included by reference into every other submitting beneath the Securities Act of
1933, as amended, or the Trade Act, no matter any common incorporation
language in any such submitting.

Merchandise 9.01 Monetary Statements and Reveals.

(d) Reveals.

Exhibit
  No.                                    Description

 1.1          Underwriting Settlement, dated as of June 8, 2023, by and between
            BigBear.ai Holdings, Inc. and Cowen and Firm, LLC, as
            consultant of the a number of underwriters named therein*

 4.1          Type of Warrant (June 2023) (included in Exhibit A to Exhibit 1.1)


 5.1          Opinion of Kirkland & Ellis LLP

23.1          Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)

99.1          Press Launch, issued by the Firm on June 8, 2023

104         Cowl Web page Interactive Information File (embedded inside the Inline XBRL
            doc).



*   Sure parts of this exhibit have been redacted pursuant to Merchandise
    601(b)(10)(iv) of Regulation S-Ok. The Firm agrees to furnish
    supplementally an unredacted copy of the exhibit to the Securities and
    Trade Fee upon its request.



                                       3

——————————————————————————–

© Edgar On-line, supply Glimpses