0001836981false00018369812024-03-072024-03-070001836981us-gaap:CommonStockMember2024-03-072024-03-070001836981bbai:RedeemableWarrantsMember2024-03-072024-03-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 8-K
_________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 7, 2024
________________________________________________________
BigBear.ai Holdings, Inc.
(Exact name of Registrant as Specified in Charter)
________________________________________________________
| | | | | | | | |
Delaware | 001-40031 | 85-4164597 |
| (State or Other Jurisdiction of | (Commission | (IRS Employer |
| Incorporation or Organization) | File Number) | Identification Number) |
| | |
6811 Benjamin Franklin Drive, Suite 200 |
Columbia, MD 21046 |
(Address of principal executive offices, including Zip Code) |
(410) 312-0885 |
(Registrant's telephone number, including area code) |
________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| | | | | | | | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act: |
| | Trading | | Name of each exchange |
Title of each class | | Symbols | | on which registered |
| Common stock, $0.0001 par value | | BBAI | | New York Stock Exchange |
| Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share | | BBAI.WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 7, 2024, BigBear.ai Holdings, Inc. (the “Company”) announced its financial results of operations for the quarter and the year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On March 7, 2024, the Company issued an Investor Letter for the year ended December 31, 2023. A copy of this letter is
furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information included in Item 2.02, Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
99.2 | | BigBear.ai Investor Letter FY 2023 |
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.
| | | | | |
By: | /s/ Sean Ricker |
Name: | Sean Ricker |
Title: | Chief Accounting Officer |