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                            January 6, 2022

       Joshua Kinley
       Chief Financial Officer
       BigBear.ai Holdings, Inc.
       6811 Benjamin Franklin Drive, Suite 200
       Columbia, Maryland 21046

                                                        Re: BigBear.ai
Holdings, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed December 27,
2021
                                                            File No. 333-261887

       Dear Mr. Kinley:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1/A

       Cover Page

   1.                                                   In item (b) on the
prospectus cover page, you state that you are registering for resale up
                                                        to 124,931,453 shares
of common stock, which consists of 124,564,920 shares of common
                                                        stock, 12,326,472
shares of common stock issuable upon the exercise of warrants, and
                                                        366,533 warrants by the
selling security holders named in your prospectus. However, in
                                                        the calculation of the
registration fee and on page 14 of the prospectus, you note the
                                                        selling stockholders
are registering up to 124,931,453 shares of common stock, which
                                                        includes 366,533 shares
issuable upon exercise of warrants held by the selling
                                                        stockholders. Please
revise or clarify, as appropriate.
 Joshua Kinley
FirstName
BigBear.ai LastNameJoshua
           Holdings, Inc. Kinley
Comapany
January    NameBigBear.ai Holdings, Inc.
        6, 2022
January
Page 2 6, 2022 Page 2
FirstName LastName
Risk Factors, page 18

2.       We note that your forward purchase agreements with certain investors
provide those
         investors with the right to sell back shares to the company at a fixed
price three months
         after the closing date of the business combination. Please revise to
discuss the risks that
         these agreements may pose to other holders if you are required to buy
back the shares of
         your common stock as described therein. For example, discuss how such
forced
         purchases would impact the cash you have available for other purposes
and to execute
         your business strategy.
The future sales of shares by existing stockholders may adversely affect the
market price of the
Company's Common Stock, page 75

3.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company's common stock. Your discussion
should
         highlight the fact that AE Industrial Partners, a beneficial owner of
83.5% of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
General

4.       Given the nature of your offering, including, among other things, the
substantial portion of
         your shares being registered for resale that are held by a single
entity relative to the
         number of shares outstanding, the short time period your outstanding
shares have been
         held, and your relationships with some of the selling stockholders as
disclosed in your
         prospectus, please provide us with an analysis of your basis for
determining that it is
         appropriate to characterize the transaction as a secondary offering
under Securities Act
         Rule 415(a)(1)(i) as opposed to an indirect primary offering. For
guidance, please refer to
         Question 612.09 of the Securities Act Rules Compliance and Disclosure
Interpretations.
 Joshua Kinley
FirstName
BigBear.ai LastNameJoshua
           Holdings, Inc. Kinley
Comapany
January    NameBigBear.ai Holdings, Inc.
        6, 2022
January
Page 3 6, 2022 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Patrick Faller, Staff Attorney, at (202) 551-4438 or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Timothy Cruickshank