8-K
filed December 13, 2021, 6:59 PM ET
ticker BBAI
CIK 0001836981
M&A
confidence high
sentiment neutral
materiality 0.75
BigBear.ai completes merger with GigCapital4; begins trading on NYSE as BBAI
BigBear.ai Holdings, Inc.
- Business combination closed Dec 7, 2021; company renamed BigBear.ai Holdings, Inc.; shares and warrants trade on NYSE under BBAI and BBAI.WS.
- Redemption of 24.9M public shares for ~$248.8M; trust account balance post-redemption ~$110M.
- Issued $200M unsecured convertible notes due 2026 convertible at $11.50/share; conversion price may reset to as low as $9.78.
- Entered $50M senior secured revolving credit facility with Bank of America, maturing in 4 years.
- Post-combination outstanding shares: ~135.6M; directors/executives beneficially own ~90.6%.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kirk Konert was elected as Director at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Kirk Konert 34 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeffrey Hart was elected as Director at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Jeffrey Hart 32 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Dorothy D. Hayes was elected as Director at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Dorothy D. Hayes 70 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeffry Dyer was named as President of Commercial at BigBear.ai Holdings, Inc..
- Action
- named
- Role
- President of Commercial
Exact text from the filing
Dr. Reginald Brothers, Jeffry Dyer, Brian Frutchey, Samuel Gordy and Joshua Kinley having been named as executive officers effective upon the Closing on December 7, 2021
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Pamela Braden was elected as Director at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Pamela Braden 63 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Neil Miotto resigned as Director at BigBear.ai Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective upon the Closing on December 7, 2021, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital4, and each of Neil Miotto and Andrea Betti-Berutto, following their not standing for re-election to the Board, resigned as directors of GigCapital4.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sean Battle was elected as Director at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Sean Battle 52 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Samuel Gordy was named as Chief Operating Officer at BigBear.ai Holdings, Inc..
- Action
- named
- Role
- Chief Operating Officer
Exact text from the filing
Dr. Reginald Brothers, Jeffry Dyer, Brian Frutchey, Samuel Gordy and Joshua Kinley having been named as executive officers effective upon the Closing on December 7, 2021
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Dr. Raluca Dinu was appointed as Director at BigBear.ai Holdings, Inc..
- Action
- resigned as executive officer and appointed as director
- Role
- Director
Exact text from the filing
Effective upon the Closing on December 7, 2021, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital4, and each of Neil Miotto and Andrea Betti-Berutto, following their not standing for re-election to the Board, resigned as directors of GigCapital4.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Joshua Kinley was named as Chief Financial Officer at BigBear.ai Holdings, Inc..
- Action
- named
- Role
- Chief Financial Officer
Exact text from the filing
Dr. Reginald Brothers, Jeffry Dyer, Brian Frutchey, Samuel Gordy and Joshua Kinley having been named as executive officers effective upon the Closing on December 7, 2021
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Dr. Avi Katz was elected as Director at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Dr. Avi Katz 63 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Brad Weightman resigned as Executive Officer at BigBear.ai Holdings, Inc..
- Action
- resigned
- Role
- Executive Officer
Exact text from the filing
Effective upon the Closing on December 7, 2021, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital4, and each of Neil Miotto and Andrea Betti-Berutto, following their not standing for re-election to the Board, resigned as directors of GigCapital4.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Brian Frutchey was named as Chief Technology Officer at BigBear.ai Holdings, Inc..
- Action
- named
- Role
- Chief Technology Officer
Exact text from the filing
Dr. Reginald Brothers, Jeffry Dyer, Brian Frutchey, Samuel Gordy and Joshua Kinley having been named as executive officers effective upon the Closing on December 7, 2021
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Peter Cannito was elected as Director, Chairman at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director, Chairman
Exact text from the filing
Peter Cannito 49 Director, Chairman
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Dr. Reginald Brothers was named as Chief Executive Officer, Director at BigBear.ai Holdings, Inc..
- Action
- named
- Role
- Chief Executive Officer, Director
Exact text from the filing
Dr. Reginald Brothers, Jeffry Dyer, Brian Frutchey, Samuel Gordy and Joshua Kinley having been named as executive officers effective upon the Closing on December 7, 2021
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Raanan I. Horowitz was elected as Director at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Raanan I. Horowitz 61 Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Andrea Betti-Berutto resigned as Director at BigBear.ai Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective upon the Closing on December 7, 2021, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital4, and each of Neil Miotto and Andrea Betti-Berutto, following their not standing for re-election to the Board, resigned as directors of GigCapital4.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Paul Fulchino was elected as Director at BigBear.ai Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Paul Fulchino 75 Director
View on SEC.gov
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