Explanatory Note
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the shares of common stock, par value $0.0001 per
share (“Common Stock”) of BigBear.ai Holdings, Inc. (f/k/a GigCapital4, Inc.), a Delaware corporation (the “Issuer”) and amends the initial statement on Schedule 13D filed by the Reporting Persons on
December 17, 2021 (as amended, the “Statement” or “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Statement. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported in the Statement. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in
the Statement. This Amendment No. 1 reflects, among other things, (i) a reduction in reported beneficial ownership due to an increase in the Issuer’s issued and outstanding shares of Common Stock and (ii) shares of Common Stock
issued by the Issuer to Kirk Konert and Jeffrey Hart in their capacities as directors of the Issuer.
Item 5. Interest in Securities of the
Issuer.
(a) The following information is as of the date hereof and assumes there are 141,477,297 shares of Common Stock of the Issuer issued and
outstanding as of March 24, 2023 based on information furnished by the Issuer.
Holdings is the direct beneficial owner of 105,000,000 shares of
Common Stock. Holdings beneficially owns 74.2% of the Common Stock outstanding as of the date of this Amendment No. 1.
Aggregator is the direct
beneficial owner of 8,250,000 shares of Common Stock. Aggregator beneficially owns 80.0% of the Common Stock outstanding as of the date of this Amendment No. 1.
Kirk Michael Konert, a Partner at AE Industrial Partners, LP, and Jeffrey Hart, a Principal at AE Industrial Partners, LP, have each agreed to assign,
transfer, convey and deliver to AE Industrial Partners, LP, any shares of Common Stock granted to Mr. Konert and Mr. Hart in connection with their service on the board of directors of the Issuer (the “Director Shares”).
Voting and dispositive power with respect to the shares of Common Stock held by each of Holdings and Aggregator and with respect to the 94,134 Director
Shares is exercised by Michael R. Greene and David H. Rowe.
(b) Each such Reporting Person may be deemed to share the power to vote or direct the vote
and to share the power to dispose of or direct the disposition of the 113,344,134 shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Amendment No. 1.
(c) Except as otherwise set forth in this Amendment No. 1, none of the Reporting Persons has effected any transactions in the Common Stock during the
past 60 days.
(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or
the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock of the Issuer reported by this Statement.
(e)
Inapplicable.