BigBear.ai Holdings, Inc. Enters into Warrant Exercise Agreement with Investor

BigBear.ai Holdings, Inc. (NYSE:BBAI) announced on February 5, 2025, that it had entered into a warrant exercise agreement with an existing accredited investor. The agreement involved the full exercise of an outstanding Common Stock Purchase Warrant in exchange for cash. This exercise allowed the investor to purchase up to 5,800,000 shares of the company’s common stock.

In return for exercising the Existing Warrant, the investor received a new unregistered Common Stock Purchase Warrant, enabling them to purchase up to 3,770,000 shares of BigBear.ai Holdings, Inc. common stock. This arrangement was part of a private placement under Section 4(a)(2) of the Securities Act of 1933.

The New Warrant, which will become exercisable starting from August 6, 2025, comes with an expiration date five years after the Exercise Date at an exercise price per share of $9.00. To enable the transaction, the company agreed to file a resale registration statement on Form S-1 or Form S-3 within two business days following the submission of the annual report on Form 10-K.

The terms of the New Warrant include limitations to ensure the investor does not exceed ownership of more than 9.99% of the company’s outstanding common stock at any given time. The exercise is expected to generate gross proceeds of approximately $21.9 million for BigBear.ai Holdings, Inc., excluding estimated offering expenses.

The company, as per the Warrant Exercise Agreement, also agreed not to issue any more shares of Common Stock or Common Stock equivalents, nor file any new registration statement with the U.S. Securities and Exchange Commission until February 7, 2025, except as per pre-existing agreements made before February 5, 2025.

The newly issued warrants were part of a private placement exempted from registration requirements. The company clarified that these securities, along with the common stock issued upon their exercise, have not been registered under the Securities Act and may only be offered or sold in compliance with regulatory requirements.

In accordance with financial reporting obligations, BigBear.ai Holdings, Inc. submitted the necessary documentation as required by Form 8-K to the Securities and Exchange Commission. The full texts of the Warrant Exercise Agreement and the New Warrant are available as Exhibits 10.1 and 4.1, respectively, in the Current Report on Form 8-K.

This announcement does not constitute an offer to sell or a solicitation to buy these securities in any jurisdiction where such actions would be deemed unlawful without prior registration or qualification under relevant securities laws.

The company has authorized the disclosure of this information through a report signed by Sean Ricker, the Chief Accounting Officer, on February 6, 2025.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read GigCapital4’s 8K filing here.

About GigCapital4

GigCapital4, Inc does not have significant operations. It intends to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more operating businesses or assets. The company was incorporated in 2020 and is headquartered in Palo Alto, California.