UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously announced, on November 4, 2023, BigBear.ai Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Mergers (the “Merger Agreement”) with Pangiam Ultimate Holdings, LLC (“Seller”), Pangiam Intermediate Holdings, LLC (“Pangiam”), a direct, wholly-owned subsidiary of Seller, Pangiam Merger Sub, Inc. (“Merger Sub”), a direct, wholly-owned subsidiary of the Company and Pangiam Purchaser, LLC, a direct, wholly-owned subsidiary of the Company (“Purchaser”), pursuant to which, Merger Sub will first merge with and into Pangiam and Pangiam will subsequently merge with and into Purchaser, with Purchaser surviving such merger as a wholly-owned subsidiary of the Company, as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 29, 2024 (the “Proxy Statement”). The Company held a special meeting of stockholders (the “Special Meeting”) on February 27, 2024 to consider and vote upon the proposals identified in the Proxy Statement. A total of 110,078,259 shares of common stock of the Company, par value $0.0001 (“Company Common Stock”), were present virtually or represented by proxy at the Special Meeting, representing approximately 70% of the outstanding Company Common Stock as of the January 24, 2024 record date, constituting a quorum to conduct business. The following are the voting results for the proposals considered and voted upon at the Special Meeting, each of which were described in the Proxy Statement.
Proposal No. 1 – Approval of the issuance of a number of shares of Company Common Stock required in connection with the transactions contemplated by the Merger Agreement (the “Stock Issuance”).
| Votes For |
109,570,550 | |||
| Votes Against |
416,386 | |||
| Votes Abstained |
91,323 |
The Stock Issuance proposal was approved by the requisite vote of the Company’s stockholders.
Proposal No. 2 to adjourn the Special Meeting to solicit additional proxies was deemed not necessary because there was a quorum present at the Special Meeting and there were sufficient votes at the time of the Special Meeting to approve the Stock Issuance proposal.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 27, 2024
| BigBear.ai Holdings, Inc. | ||
| By: | /s/ Sean Ricker | |
| Sean Ricker | ||
| Chief Accounting Officer | ||