BigBear.ai Announces Closing of $25 Million Private Placement

BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the “Company”), a leader in AI-powered analytics and cyber engineering solutions, today announced that it has closed its previously announced private placement for the issuance and sale of 13,888,889 shares of the Company’s common stock, $0.0001 par value per share, and warrants to purchase up to an additional 13,888,889 shares of common stock at an offering price of $1.80 per share and accompanying warrant. The warrants will become exercisable six months after issuance, have a term of five years from the initial exercise date and an exercise price of $2.39 per share.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the private placement were approximately $25 million before deducting the placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, including working capital.

The offer and sale of the foregoing securities in the private placement and described above were made in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act“) and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities in the private placement may not be reoffered or resold in the United States except pursuant to an effective registration statement with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

The Company has agreed to file a registration statement with the SEC covering the resale of the shares of the common stock and the shares of common stock underlying the warrants in the private placement no later than 20 days following the date of the agreement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.