---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-23-001253"
form_type: "8-K"
ticker: "BBAI"
cik: "0001836981"
company_name: "BigBear.ai Holdings, Inc."
filed_at: "2023-01-19T23:59:59+00:00"
generated_at: "2026-06-20T13:15:58.814997+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# BigBear.ai closes $25M private placement of common stock and warrants

## Summary
- Issued 13,888,889 shares and warrants to purchase 13,888,889 shares at $1.80 per unit.
- Warrants exercisable at $2.39 per share from July 19, 2023 to July 19, 2028.
- Gross proceeds of approximately $25M; net proceeds for general corporate purposes and working capital.
- H.C. Wainwright & Co. acted as exclusive placement agent for the offering.
- Company agreed to file resale registration statement within 20 days of the agreement.

## SEC filing metadata
- accession: 0001628280-23-001253
- form_type: 8-K
- ticker: BBAI
- cik: 0001836981
- company_name: BigBear.ai Holdings, Inc.
- filed_at: 2023-01-19T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1836981/000162828023001253/0001628280-23-001253-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1836981/000162828023001253/bbai-20230116.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-23-001253
- JSON: https://secwatch.observer/filing/0001628280-23-001253.json
- Plain text: https://secwatch.observer/filing/0001628280-23-001253.txt

## Key facts
- Material Agreements
  BigBear.ai Holdings, Inc. entered into Registration Rights Agreement with the Purchaser (effective 2023-01-16).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the Purchaser
  - Effective: 2023-01-16
  source text: In connection with the Private Placement, the Company entered into a Registration Rights Agreement with the Purchaser, dated January 16, 2023 (the “ Registration Rights Agreement ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000162828023001253/0001628280-23-001253-index.htm
- Material Agreements
  BigBear.ai Holdings, Inc. entered into Securities Purchase Agreement with certain accredited investor valued at approximately $25,000,000 (effective 2023-01-16).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain accredited investor
  - Value: approximately $25,000,000
  - Effective: 2023-01-16
  source text: On January 19, 2023, BigBear.ai Holdings, Inc. (the “ Company ”) consummated the closing of a private placement (the “ Private Placement ”), pursuant to the terms and conditions of the Securities Purchase Agreement, dated January 16, 2023 (the “ Securities Purchase Agreement ”), by and among the Company and a certain accredited investor (the “ Purchaser ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000162828023001253/0001628280-23-001253-index.htm

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