UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 8.01. | Other Events. |
As previously reported, on May 10, 2024, BigBear.ai Holdings, Inc. (the “Company”) entered into a Controlled Equity Offering sales agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent (the “sales agent”), pursuant to which the Company may, from time to time, sell shares of its common stock through the sales agent.
The issuances and sales under the Sales Agreement have been made pursuant to the Company’s registration statement on Form S-3 (File No. 333-271230) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2023, the base prospectus included in the Registration Statement (the “Base Prospectus”), dated April 21, 2023, and a prospectus supplement (together with the Base Prospectus, the “Prior Prospectus”), dated May 10, 2024, having a maximum aggregate offering price of $150.0 million. As of May 30, 2025, the Company had offered and sold shares of common stock under the Sales Agreement pursuant to the Registration Statement and the Prior Prospectus for aggregate gross proceeds to the Company of approximately $150.0 million.
On June 2, 2025, the Company filed with the SEC a prospectus supplement, dated June 2, 2025, which, combined with the Base Prospectus (together, the “New Prospectus”), provides for a maximum aggregate offering price of $150.0 million. The issuances and sales under the Sales Agreement will be made pursuant to the Registration Statement and the New Prospectus.
In connection with the New Prospectus, the legal opinion of Latham & Watkins LLP relating to the shares of common stock being sold pursuant to the Sales Agreement, is filed as Exhibit 5.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL Document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 2, 2025 | By: | /s/ Sean Ricker | ||||
| Name: | Sean Ricker | |||||
| Title: | Chief Accounting Officer | |||||
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