Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock, $0.0001 par value (the Common Stock) of BigBear.ai Holdings,
Inc., a Delaware corporation (the Issuer). The address of the Issuers principal executive offices is 6811 Benjamin Franklin Drive, Suite 200, Columbia, Maryland 21046.
Item 2. Identity and Background
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(a)
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This Schedule 13D is being filed by GigAcquisitions4, LLC, a Delaware limited liability company
(GigAcquisitions4), GigFounders, LLC, a Delaware limited liability company and affiliate of GigAcquisitions4 (GigFounders), Dr. Avi S. Katz, a citizen of the United States and Israel who
is the manager of GigAcquisitions4 and the managing and co-founding member of GigFounders, and Dr. Raluca Dinu, a citizen of the United States who is the
co-founding member of GigFounders, (each, a Reporting Person and, collectively, the Reporting Persons). Dr. Katz and Dr. Dinu currently members of
the Board of the Issuer.
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(b)
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The business address of the Reporting Persons is 1731 Embarcadero Road, Suite 200, Palo Alto, California 94303.
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(c)
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The Reporting Persons may be deemed to constitute a group for purposes of Rule
13d-3 under the Securities and Exchange Act of 1934, as amended (the Exchange Act).
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(d)
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During the last five years, none of the Reporting Persons (i) has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration
Prior to the initial public offering of GigCapital4, Inc. (GigCapital4), a Delaware corporation (now named BigBear.ai
Holdings, Inc. following the closing of the business combination and the Issuer), GigAcquisitions4 purchased 7,460,000 shares of Common Stock for an aggregate purchase price of $25,000, or approximately $0.003351 per share (the Founder
Shares). On February 8,2021, in connection with its initial public offering, GigCapital4 effected a 1.2:1 stock split of its common stock, resulting in GigAcquisitions4 holding 8,952,000 Founder Shares. In connection with such
initial public offering, GigAcquisitions4 purchased 850,000 units (the Private Units) at a purchase price of $10.00 per Private Unit with each such unit consisting of one share of Common Stock and one-third (1/3) of one warrant. Each whole warrant (a Private Warrant) is exercisable for one share of Common Stock at a price of $11.50 per full share. GigAcquisitions4 obtained the funds
to purchase the Founder Shares and the Private Units from its working capital.
On December 7, 2021, in connection with the closing
of the Issuers business combination, the Private Units automatically separated into their constituent parts of 850,000 shares of Common Stock and 283,333 Private Warrants for no additional consideration. In addition, on that same day, in
connection with the closing of the Issuers business combination, GigAcquisitions4 transferred 250,000 Founder Shares to AE BBAI Aggregator, LP, a Delaware limited partnership (Aggregator).
Item 4. Purpose of Transaction
Business Combination
On June 4, 2021, the Issuer announced the consummation of its business combination with BigBear.ai Holdings, LLC (the
Business Combination) pursuant to that certain Agreement and Plan of Merger dated as June 4, 2021 and amended August 6, 2021 and November 30, 2021 (the Merger Agreement), with
GigCapital4 Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of GigCapital4, BigBear.ai Holdings, LLC, a Delaware limited liability company, and BBAI Ultimate Holdings, LLC, a Delaware limited liability company
(Holdings), following the approval at the special meeting of the stockholders of GigCapital4 held on December 3, 2021 (the Special Meeting). In connection with the consummation of the Business
Combination, the registrant changed its name from GigCapital4, Inc. to BigBear.ai Holdings, Inc. on December 7, 2021.
This summary
is qualified in its entirety by reference to the text of the Merger Agreement, which is attached hereto as Exhibit 7.1 and Exhibit 7.3, and incorporated by reference.