GIG 10-K Annual Report Dec. 31, 2021 | Alphaminr
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GIG 10-K Fiscal year ended Dec. 31, 2021

Balance Sheet
Cash Flow
Income Statement
Debt
Name: BigBear.ai Holdings, Inc. <br /> CIK: 1836981 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1836981/000162828022011535/bbai-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owner and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.2 Amendment No. 2 to Merger Agreement, dated as of November 29, 2021 (incorporated by reference to Exhibit 10.1 filed on the Companys Current Report on Form 8-K, filed by GigCapital4, Inc. on November 30, 2021 and on Exhibit 2.2 to BigBear.ai Holdings, Inc.s Form 8-K filed on December 13, 2021, respectively). 8-K 11/30/2021 001-40031 10.1 3.1 Second Amended and Restated Certificate of Incorporation of BigBear.ai Holdings, Inc., filed with the Secretary of State of the State of Delaware on December 7, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 3.1 3.2 Amended and Restated Bylaws of BigBear.ai Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 3.2 4.1 Warrant Agreement, dated as of February 8, 2021, between Continental Stock Transfer Trust Company and the GigCapital4, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by GigCapital4, Inc. on February 12, 2021). 8-K 2/12/2021 001-40031 4.1 4.2 Indenture, dated December 7, 2021, between Wilmington Trust, National Association and GigCapital4, Inc., relating to the 6.00% Convertible Notes due 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.2 4.3 Form of 2026 Convertible Note (included in Exhibit 4.2). 8-K 12/13/2021 001-40031 10.2 4.4 Description of the Registrants Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 Form of Amended and Restated Convertible Note Subscription Agreement and form of Revised Indenture (incorporated by reference to Exhibit 10.3 filed on the Companys Current Report on Form 8-K filed by the Registrant on November 30, 2021). 8-K 11/30/2021 001-40031 10.3 10.2# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.3 10.3# BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.4 10.4# Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Grant Notice (Employees). 10.5# Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Stock Option Grant Notice. 10.6# Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Grant Notice (Non-Employee Director). 10.7# BigBear.ai Holdings, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.5 10.8# Form of Employee Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.6 10.9# Form of Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.7 10.10# Form of Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.8 10.11# Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.9 10.12 Backstop Subscription Agreement, dated as of November 29, 2021, by and between GigCapital4, Inc. and AE BBAI Aggregator, LP (incorporated by reference to Exhibit 10.2 filed on the Companys Current Report on Form 8-K, filed by the Registrant on November 30, 2021). 8-K 11/30/2021 001-40031 10.2 10.13 First Amendment to Backstop Subscription Agreement, dated as of December 6, 2021, by and between GigCapital4, Inc. and AE BBAI Aggregator, LP (incorporated by reference to Exhibit 10.1 filed on the Companys Current Report on Form 8-K, filed by the Registrant on December 7, 2021). 8-K 12/7/2021 001-40031 10.1 10.14 Payment Agreement, dated December 6, 2021, by and between GigCapital4, Inc. and Oppenheimer Co. Inc. (incorporated by reference to Exhibit 10.3 filed on the Companys Current Report on Form 8-K, filed by the Registrant on December 7, 2021). 8-K 12/7/2021 001-40031 10.3 10.15 Payment Agreement, dated December 6, 2021, by and between GigCapital4, Inc. and Nomura Securities International, Inc. (incorporated by reference to Exhibit 10.4 filed on the Companys Current Report on Form 8-K, filed by the Registrant on December 7, 2021). 8-K 12/7/2021 001-40031 10.4 10.16 Payment Agreement, dated December 6, 2021, by and between GigCapital4, Inc. and BMO Capital Markets Corp. (incorporated by reference to Exhibit 10.5 filed on the Companys Current Report on Form 8-K, filed by the Registrant on December 7, 2021). 8-K 12/7/2021 001-40031 10.5 10.17 Payment Agreement, dated December 6, 2021, by and among GigCapital4, Inc., BBAI Ultimate Holdings, LLC and William Blair Company, L.L.C. (incorporated by reference to Exhibit 10.6 filed on the Companys Current Report on Form 8-K, filed by the Registrant on December 7, 2021). 8-K 12/7/2021 001-40031 10.6 10.18 Amended and Restated Investor Rights Agreement, dated December 6, 2021, by and among GigCapital4, Inc., BBAI Ultimate Holdings, LLC, AE BBAI Aggregator, LP, GigAcquisitions4, LLC, Oppenheimer Co. Inc., Nomura Securities International, Inc., BMO Capital Markets Corp., William Blair Company, L.L.C., and Other Holders (as defined in the Amended and Restated Investor Rights Agreement) (incorporated by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K, filed by the Registrant on December 7, 2021). 8-K 12/7/2021 001-40031 10.7 10.19 Credit Agreement, dated as of December 7, 2021, by and among BigBear.ai Holdings, Inc., the other borrowers party thereto from time to time, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.17 10.20# Employment Agreement, dated as of October 23, 2020, between PCI Strategic Management, LLC, and Joshua Kinley (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.18 10.21# Offer Letter, dated as of May 22, 2020, on behalf of AE Industrial Partners Fund II, L.P., to Mr. Reginald Brothers (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 10.19 10.22 Forward Share Purchase Agreement, dated October 21, 2021, by and among GigCapital4, Inc. and Tenor Opportunity Master Fund, Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on October 22, 2021). 8-K 10/22/2021 001-40031 10.1 10.23 Termination of the Forward Share Purchase Agreement, dated February22, 2022, by and among BigBear.ai Holdings, Inc., Glazer Capital, LLC and Meteora Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on February 23, 2022). 8-K 2/23/2022 001-40031 10.1 16.1 Letter from BPM LLP to Securities and Exchange Commission, dated December 13, 2021 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K 12/13/2021 001-40031 16.1 21.1 Significant Subsidiaries of the Registrant S-1/A 2/10/2022 333-261887 21.1 31.1 Certification of Chief Executive Officer (Principal Executive Officer)pursuant to Rules 13a-14(a) and 15d-14(a),under the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rules 13a-14(a) and 15d-14(a),under the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer (Principal Executive Officer) pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.