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                            July 5, 2022

       Louis R. Brothers
       Chief Executive Officer
       BigBear.ai Holdings, Inc.
       6811 Benjamin Franklin Drive, Suite 200
       Columbia, Maryland 21046

                                                        Re: BigBear.ai
Holdings, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 21, 2022
                                                            File No. 333-265746

       Dear Dr. Brothers:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comment. In our comment, we ask you to provide us with
information so we
       may better understand your disclosure.

               Please respond to this letter by providing the requested
information and, as appropriate,
       amending your registration statement. If you do not believe our comment
applies to your facts
       and circumstances or do not believe an amendment is appropriate, please
tell us why in your
       response. After reviewing any amendment to your registration statement
and the information
       you provide in response to the comment, we may have additional comments.

       Registration Statement on Form S-1

       General

   1.                                                   We note that you are
registering for resale all 113,250,000 common shares held by your
                                                        controlling
shareholder, AE Industrial Partners (   AE   ). Given the nature of your
offering,
                                                        including the size of
the offering relative to both the number of shares outstanding and
                                                        number of shares held
by non-affiliates, and your relationship with AE, please provide us
                                                        with an analysis of
your basis for determining that it is appropriate to characterize the
                                                        transaction as a
secondary offering under Securities Act Rule 415(a)(1)(i) as opposed to
                                                        an indirect primary
offering. In your analysis, please address your relationship with AE.
                                                        For example, we note
that AE played a significant role in coordinating the business
                                                        combination of
GigCapital4 and BigBear.ai Holdings LLC. We also note that a company
                                                        owned by AE Partners is
or was a customer and business partner of the company, and that
                                                        there may be other
affiliated relationships.
 Louis R. Brothers
BigBear.ai Holdings, Inc.
July 5, 2022
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or
Joshua Shainess,
Legal Branch Chief, at 202-551-7951 with any other questions.



                                                           Sincerely,
FirstName LastNameLouis R. Brothers
                                                           Division of
Corporation Finance
Comapany NameBigBear.ai Holdings, Inc.
                                                           Office of Technology
July 5, 2022 Page 2
cc:       Timothy Cruickshank, Esq.
FirstName LastName