BigBear.ai Holdings Inc美股招股说明书(2025-06-02版)

We have entered into a Controlled Equity OfferingSMSales Agreement (the “Sales Agreement”) with Cantor Fitzgerald& Co. (“Cantor”) relating prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of common stock having an aggregate offering price ofup to $150,000,000 from time to time through Cantor, acting as our sales agent. with its normal trading and sales practices, on mutually agreed terms between Cantor and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement.The compensation to Cantor as sales agent will be an amount equal to up to 3.0% of the gross proceeds of any common stock sold under the SalesAgreement. In connection with the sale of the common stock on our behalf, Cantor will be deemed to be an “underwriter” within the meaning of the of 1934, as amended, (the “Exchange Act”). See the section titled “Plan of Distribution” beginning on pageS-11for additional information regardingthe compensation to be paid to Cantor. reporting requirements.An investment in our commonstockinvolves significant risks.These risks are described in the section titled“RiskFactors” beginning on pageS-5of this prospectus supplement and under similar headings in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. contrary is a criminal offense.Cantor Prospectus Supplement inconsistencies between this prospectus supplement, the accompanying prospectus or any free writing prospectus that we may provide to youand the information incorporated by reference in them, you should rely on the information in the document with the most recent date. S-i This prospectus supplement and the accompanying prospectus do not contain all of the information included in the Registration Statement, aspermitted by the rules and regulations of the SEC. For further information, we refer you to our Registration Statement,includingits exhibits, of whichthis prospectus supplement and the accompanying prospectus form a part. We are subject to the informational requirements of the Exchange Act, andtherefore file reports and other information with the SEC. Statements contained in this prospectus supplement and the accompanying prospectus aboutthe provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as anexhibit to the Registration Statement, you should refer to that agreement or document for its complete contents.You should read both this prospectus supplement and the accompanying prospectus as well as additional information incorporated by referenceherein and described in the sections titled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference”before investing in our common stock. in this prospectus supplement. Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated byreference in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated byreference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except asso modified or superseded, to constitute a part of this prospectus supplement. Unless otherwise specified, references to the “Company,” “we,” “us” or “our,” are to BigBear.ai Holdings, Inc. and its subsidiaries.S-ii Certain statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein andtherein that are not historical facts contain forward-looking statements within the meaning of the Securities Act, the Exchange Act, and the PrivateSecurities Litigation Reform Act of 1995. All statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein other than statements of historical fact, including statements regarding our future operating results andfinancial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Forward-looking statementsgenerally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,”“plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are notstatements of historical matters. These forward-looking statements include, but are not limited to, statements regarding our industry, future events and There can be no assurance that future developments affecting us will be those that we have anticipated. Many actual events and circumstances arebe