Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Pangiam Acquisition

Effective as of February 29, 2024, pursuant to the Agreement and Plan of Mergers (the “Pangiam Merger Agreement”), dated November 4, 2023, by and among BigBear, Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pangiam Purchaser”), Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (the “Seller”), and Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (“Pangiam Intermediate”), (i) Merger Sub merged with and into Pangiam Intermediate, with Merger Sub ceasing to exist and Pangiam Intermediate surviving as a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the First Merger, Pangiam Intermediate merged with and into Pangiam Purchaser, with Pangiam Intermediate ceasing to exist and Pangiam Purchaser continuing as a wholly-owned subsidiary of the Company (the “Second Merger”, together with the First Merger, the “Pangiam Mergers”).

As consideration for the Pangiam Mergers and the related transactions contemplated by the Pangiam Merger Agreement, BigBear issued a total of 61,838,072 shares of the Company’s common stock to Seller based on the 20-day volume-weighted average price for common stock ending on the trading day immediately prior to the date of the Pangiam Merger Agreement of $1.3439, representing a purchase price of $70 million (which was subject to customary adjustments for indebtedness, cash, working capital, and transaction expenses) (the “Purchase Price”), less $3.5 million that was held back from the Purchase Price at the time of the closing of the Pangiam Mergers to cover any post-closing downward adjustments to the Purchase Price. BigBear may issue up to $7 million of shares of Common Stock (based on the 20 day volume-weighted average price for the common stock ending on the trading day immediately prior to the settlement date) upon the final determination of any post-closing adjustments to the Purchase Price.

Private Placement Warrant Exercise

On March 4, 2024, the Company entered into a warrant exercise agreement (the “PIPE Warrant Exercise Agreement”) with an existing accredited investor (the “PIPE Investor”) to exercise in full the outstanding PIPE warrants to purchase up to an aggregate of 13,888,889 shares of the Company’s common stock. In consideration for the immediate and full exercise of the PIPE warrants, the PIPE Investor received a new unregistered common stock purchase warrant to purchase up to an aggregate of 9,000,000 shares

of the Company’s common stock (the “Second New Warrant”) in a private placement. The Second New Warrant will become exercisable commencing at any time on or after September 5, 2024 (the “Second Warrant Exercise Date”), with an expiration date five years after the Second Warrant Exercise Date, with an exercise price per share equal to $4.75. The Company agreed to file a resale registration statement on Form S-1 or Form S-3, if eligible, within 30 days with respect to the Second New Warrant and the shares of common stock issuable upon exercise of the Second New Warrant. The Second New Warrant includes beneficial ownership restrictions that prevent the PIPE Investor from owning more than 9.99% of the Company’s outstanding common stock at any time.

The gross proceeds to the Company from the exercise were approximately $33.2 million, prior to deducting estimated offering expenses.

RDO Warrant Exercise

On February 27, 2024, the Company entered into a warrant exercise agreement (the “RDO Warrant Exercise Agreement”) with an existing accredited investor (the “RDO Investor”) to exercise in full the outstanding RDO warrants to purchase up to an aggregate of 8,886,255 shares of the Company’s common stock. In consideration for the immediate and full exercise of the RDO warrants, the RDO Investor received a new unregistered common stock purchase warrant to purchase up to an aggregate of 5,800,000 shares of the Company’s common stock (the “First New Warrant”) in a private placement. The First New Warrant will become exercisable commencing at any time on or after August 28, 2024 (the “First Warrant Exercise Date”), with an expiration date five years after the First Warrant Exercise Date, with an exercise price per share equal to $3.78. The Company agreed to file a resale registration statement on Form S-1 or Form S-3, if eligible, within 30 days with respect to the First New Warrant and the shares of common stock issuable upon exercise of the First New Warrant. The First New Warrant includes beneficial ownership restrictions that prevent the RDO Investor from owning more than 9.99% of the Company’s outstanding common stock at any time.

The gross proceeds to the Company from the exercise were approximately $20.6 million, prior to deducting estimated offering expenses.