Explanatory Note
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
This Amendment No. 8 (“Amendment No. 8”) to Schedule 13D relates to the shares of common stock, par value $0.0001 per
share (“Common Stock”) of BigBear.ai Holdings, Inc. (f/k/a GigCapital4, Inc.), a Delaware corporation (the “Issuer”) and amends the initial statement on Schedule 13D filed by the Reporting Persons on
December 17, 2021, as amended by Amendment No. 1 filed on April 6, 2023, Amendment No. 2 filed on May 23, 2023, Amendment No. 3 filed on June 15, 2023, Amendment No. 4 filed on March 1, 2024, Amendment
No. 5 filed on March 18, 2024, Amendment No. 6 filed on July 5, 2024 and Amendment No. 7 filed on October 31, 2024 (“Schedule 13D”). Each Item below amends and supplements the information disclosed
under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this
Amendment No. 8 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of
the Issuer.
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety:
(a) The following information is as of the date hereof and is based on the 250,585,897 shares of Common Stock of the Issuer issued and outstanding as of
November 1, 2024 as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
Holdings is the direct beneficial owner of 71,561,471 shares of Common Stock. Holdings beneficially owns 28.6% of the Common Stock outstanding as of the date
of this Amendment No. 8.
Pangiam is the direct beneficial owner of 63,982,145 shares of Common Stock. Pangiam beneficially owns 25.5% of the Common
Stock outstanding as of the date of this Amendment No. 8.
Kirk Michael Konert, a Partner at AE Industrial Partners, LP, and Jeffrey Hart, a
Principal at AE Industrial Partners, LP, have each agreed to assign, transfer, convey and deliver to AE Industrial Partners, LP, any shares of Common Stock granted to Mr. Konert and Mr. Hart in connection with their service on the board of
directors of the Issuer (the “Director Shares”).
Voting and dispositive power with respect to the shares of Common Stock held by each of
Holdings and Pangiam and with respect to the 491,747 Director Shares is exercised by Michael R. Greene and David H. Rowe.
(b) Each Reporting Person may
be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Amendment No. 8.
(c) Schedule A annexed hereto lists all transactions in the Common Stock during the past sixty (60) days. All of such transactions were effected in the
open market.
Item 7. Material to be Filed as Exhibits
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Joint Filing Agreement among the Reporting Persons, dated as of March 1, 2024 (as incorporated by reference to Exhibit 1 to Amendment No. 4). |
