BigBear.ai Holdings Inc美股招股说明书(2025-01-27版)

Up to 161,676,020 Shares of Common Stock This prospectus relates solely to the resale from time to time of up to an aggregate of 161,676,020 shares of ourcommon stock, par value $0.0001 per share (“Common Stock”), by the selling stockholders identified in thisprospectus and the selling stockholders to be named in a prospectus supplement (the “Selling Stockholders,” whichterm as used in this prospectus includes assignees). On December 19, 2024, we entered into privately negotiated exchange agreements (each, an “ExchangeAgreement”) with certain of the Selling Stockholders, pursuant to which we issued to certain of the SellingStockholders approximately $182.3 million principal amount of our new 6.00% Convertible Senior Secured Notesdue 2029 (the “2029 Notes”) and paid approximately $0.4 million in cash, with such cash payment representing theaccrued and unpaid interest on the Selling Stockholders’ existing 6.00% Convertible Senior Notes due 2026 (the“2026 Notes”) in exchange for approximately $182.3 million principal amount of the 2026 Notes. The shares ofCommon Stock that may be offered under this prospectus consist of (i) up to 65,711,809 shares of Common Stockthat are issuable upon the conversion of the 2029 Notes held by the Selling Stockholders, including shares ofCommon Stock issuable with respect to make-whole amounts due upon conversion of the 2029 Notes that theCompany may elect to settle in shares of Common Stock, and (ii) up to 95,964,211 shares of Common Stock that wemay issue from time to time in lieu of cash to pay interest on the 2029 Notes. We are registering the shares of Common Stock for resale pursuant to the Exchange Agreements. We will notreceive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders pursuant to thisprospectus. However, any shares of Common Stock issued upon conversion of the 2029 Notes or to pay interest onthe 2029 Notes will reduce the amount of cash that we would otherwise have been required to pay to satisfy ourobligations under the 2029 Notes. In addition, we will pay certain expenses associated with the registration of theshares of Common Stock covered by this prospectus, as described in the section entitled “Plan of Distribution.” TheSelling Stockholders will bear all commissions and discounts, if any, attributable to their sales of the shares ofCommon Stock. The Selling Stockholders may offer such shares from time to time as it may determine through public or privatetransactions or through other means described in the section entitled “Plan of Distribution” at prevailing marketprices, at prices related to prevailing market prices or at privately negotiated prices. This prospectus does notnecessarily mean that the Selling Stockholders will offer or sell the shares. We cannot predict when or in whatamounts the Selling Stockholders may sell any of the shares offered by this prospectus. Because all of the shares offered under this prospectus are being offered by the Selling Stockholders, we cannotcurrently determine the price or prices at which our shares may be sold under this prospectus. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in oursecurities. Our Common Stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “BBAI.” OnJanuary 24, 2025, the closing sale price of our Common Stock was $4.13. We are an “emerging growth company” under applicable federal securities laws and will be subject toreduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” on page 4, and any applicableprospectus supplement, and under similar headings in the other documents that areincorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus is January 27, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCEvSUMMARY OF THE PROSPECTUS1THE OFFERING3RISK FACTORS4USE OF PROCEEDS5SELLING STOCKHOLDERS6PLAN OF DISTRIBUTION9LEGAL MATTERS12EXPERTS12 You should rely only on the information contained in this prospectus. No one has been authorized to provideyou with information that is different from that contained in this prospectus. We take no responsibility for,and can provide no assurances as to the reliability of, any other information that others may give you. Thisprospectus is dated as of the date set forth on the cover hereof. You should not assume that the informationcontained in this prospectus is accurate as of any date other than that date. For investors outside the United States:We have not done anything t