---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-165319"
form_type: "8-K"
ticker: "BBAI"
cik: "0001836981"
company_name: "BigBear.ai Holdings, Inc."
filed_at: "2023-06-12T23:59:59+00:00"
generated_at: "2026-06-14T03:12:33.738320+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# BigBear.ai announces $25M registered direct offering of shares and warrants

## Summary
- Offering of 11.8M shares plus warrants for up to 8.9M shares at combined price of $2.11/unit.
- Gross proceeds expected ~$25M before underwriting discounts and expenses; closing expected June 13, 2023.
- Warrants exercisable at $2.32 per share, become exercisable after six months, five-year term.
- Proceeds intended for general corporate purposes; 60-day lock-up on additional equity issuance.

## SEC filing metadata
- accession: 0001193125-23-165319
- form_type: 8-K
- ticker: BBAI
- cik: 0001836981
- company_name: BigBear.ai Holdings, Inc.
- filed_at: 2023-06-12T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1836981/000119312523165319/0001193125-23-165319-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1836981/000119312523165319/d334345d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-165319
- JSON: https://secwatch.observer/filing/0001193125-23-165319.json
- Plain text: https://secwatch.observer/filing/0001193125-23-165319.txt

## Key facts
- Material Agreements
  BigBear.ai Holdings, Inc. entered into Underwriting Agreement with Cowen and Company, LLC, as representative of the several underwriters valued at approximately $25 million (effective 2023-06-08).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Cowen and Company, LLC, as representative of the several underwriters
  - Value: approximately $25 million
  - Effective: 2023-06-08
  source text: On June 8, 2023, BigBear.ai Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC, as representative of the several underwriters listed on Schedule A thereto (collectively, the “Underwriters”), relating to the purchase and sale of an aggregate of 11,848,341 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”) and accompanying common warrants in a registered direct offering (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312523165319/0001193125-23-165319-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.