United States securities and exchange commission logo
April 12, 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. 5 to
Registration Statement on Form S-1
Filed April 1, 2022
File No. 333-261887
Dear Mr. Kinley:
We have reviewed your amended registration statement and have the
following
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.
Unless we note
otherwise, our references to prior comments are to comments in our
February 3, 2022 letter.
Amendment No. 5 to Registration Statement on Form S-1
Cover page
1. For each of the common
stock shares and warrants being registered for resale, disclose the
price that the selling
securityholders paid for such common stock shares and warrants.
2. Please disclose the
likelihood that warrant holders will not exercise their warrants to the
extent the warrants are
out of the money. Provide similar disclosure in the prospectus
summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds
associated with the
exercises of the warrants are dependent on the current trading price of
the Company's stock. As
applicable, describe the impact on your liquidity and update the
discussion on the
ability of your company to fund your operations on a prospective basis
with your current cash
on hand.
Joshua Kinley
FirstName
BigBear.ai LastNameJoshua
Holdings, Inc. Kinley
Comapany
April NameBigBear.ai Holdings, Inc.
12, 2022
April 212, 2022 Page 2
Page
FirstName LastName
3. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. It appears that certain
of the shares being
registered for resale were purchased by the corresponding selling
securityholders for
prices considerably below the current market price of your common
stock. Highlight that
these securityholders have an incentive to sell because they will
profit on sales given that
they purchased their shares at more favorable prices than the public
investors.
Additionally, discuss the significant negative impact sales of such
securities on this
registration statement could have on the public trading price of your
common stock.
Summary of the Prospectus
Products and Services, page 2
4. We note the discussion of several products, including Brown Bear,
Polar, and ARTEMIS,
which were not previously disclosed. With a view toward additional
explanatory
disclosure, advise if these are changes in name or nomenclature, or if
they represent new
products that you are offering.
Risk Factors
Resales of the shares of Common Stock included in the Merger Consideration
could depress the
market price of our Common Stock, page 73
5. Your risk factor disclosure discusses how the future sale of the
common stock issued in
connection with the business combination may cause the market price of
your securities to
drop significantly. This statement should be updated given that this
prospectus is
facilitating those sales. Additionally, revise this risk factor to
further highlight the
negative pressure potential sales of shares pursuant to this
registration statement could
have on the public trading price of your common stock. To illustrate
this risk, highlight
that certain securityholders have an incentive to sell because they
will profit on sales
given that they purchased their shares at more favorable prices than
the public investors.
Disclose the percentage that these shares currently represent of the
total number of shares
outstanding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
97
6. We note that the projected revenues for 2021 were $173 million, as set
forth in the
unaudited prospective financial information management prepared and
provided to the
SPAC board in connection with the evaluation of the Business
Combination. We also
note that your actual revenues for year ended December 31, 2021 were
approximately
$145.6 million. Please update your disclosure in Liquidity and Capital
Resources, and
elsewhere, to provide updated information about the company s
financial position and
further risks to the Company's business operations and liquidity in
light of these
circumstances.
Joshua Kinley
BigBear.ai Holdings, Inc.
April 12, 2022
Page 3
7. We note your references to your Written Put Option, which appear here but
are not
defined in your prospectus. Provide disclosure in your prospectus about
the Written Put
Options and how they relate to your forward share purchase agreements.
General
8. We note the disclosure in Note V of your consolidated financial
statements of the
Company s repurchase of 9,952,803 shares of common stock held by
certain third-party
investors pursuant to forward share purchase agreements with those
investors. You also
disclose in Note V that a termination agreement was entered into with
Glazer Investors
and Meteora Investors on February 23, 2022, as disclosed on Form 8-K and
incorporated
by reference into your registration statement. Please tell us what
consideration was given
to disclosing the Company's repurchase of shares from the Highbridge
Investors or Tenor
on Form 8-K after the repurchases were effected. Additionally, given that
restricted
cash in the amount of $101,021,000 is no longer be available to the
company to use for
other purposes, include appropriate risk factor disclosure highlighting
the depletion of
these assets.
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,
FirstName LastNameJoshua Kinley
Division of
Corporation Finance
Comapany NameBigBear.ai Holdings, Inc.
Office of Technology
April 12, 2022 Page 3
cc: Timothy Cruickshank
FirstName LastName