S-3 S-3ASR EX-FILING FEES 0001836981 BigBear.ai Holdings, Inc. N/A Y N 0001836981 2025-08-18 2025-08-18 0001836981 1 2025-08-18 2025-08-18 0001836981 2 2025-08-18 2025-08-18 0001836981 3 2025-08-18 2025-08-18 0001836981 4 2025-08-18 2025-08-18 0001836981 5 2025-08-18 2025-08-18 0001836981 6 2025-08-18 2025-08-18 0001836981 1 2025-08-18 2025-08-18 0001836981 2 2025-08-18 2025-08-18 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

BigBear.ai Holdings, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, par value $0.0001 per share 457(r) 0.0001531
Fees to be Paid 2 Equity Preferred stock, par value $0.0001 per share 457(r) 0.0001531
Fees to be Paid 3 Other Warrants 457(r) 0.0001531
Fees to be Paid 4 Other Rights 457(r) 0.0001531
Fees to be Paid 5 Equity Units 457(r) 0.0001531
Fees to be Paid 6 Equity Common Stock, par value $0.0001 per share 457(a) 65,000,000 $ 5.805 $ 377,325,000.00 0.0001531 $ 57,768.46
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 377,325,000.00

$ 57,768.46

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 18,734.00

Net Fee Due:

$ 39,034.46

Offering Note

1

(1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the "Secutities Act"), to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices.

2

(1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices.

3

(1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices.

4

(1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices.

5

(1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices.

6

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the common stock on the New York Stock Exchange on August 14, 2025 (such date being within five business days of the date that this registration statement was filed with the Securities and Exchange Commission). This calculation is in accordance with Rule 457(c) of the Securities Act of 1933.

Table 2: Fee Offset Claims and Sources ☐Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims 1 BIGBEAR.AI HOLDINGS, INC. S-3 333-271230 04/12/2023 $ 18,734.00 Unallocated (Universal) Shelf Common Stock, par value $0.001 per share $ 170,000,000.00
Fee Offset Sources 2 BIGBEAR.AI HOLDINGS, INC. S-3 333-271230 04/12/2023 $ 18,734.00

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

The Company has terminated its offering that included the unsold securities on the prior registration statement filed on Form S-3 on April 12, 2023.

Offset Note

2

1 The Company has terminated its offering that included the unsold securities on the prior registration statement filed on Form S-3 on April 12, 2024. 2 Pursuant to Rule 457(p) of the Securities Act, the registrant is offsetting its filing fee for this registration statement by $18,734 (calculated at the fee rate in effect at the date of the prior registration statement filed on Form S-3 (File No. 333-271230) (the "Prior Prospectus")), which represents the registration fee previously paid with respect to $170,000,000 of unsold securities under the Prior Prospectus, resulting in a net registration fee of $39,034.5 due at this time.

Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A