GigCapital4, Inc. ((“, GigCapital4”, , NASDAQ:GIGGU, GIG, GIGGW)), a private-to-public equity (PPE)™ entity also known as special purpose acquisition company (“SPAC”), announced today that it has filed on November 5 its definitive proxy statement/prospectus with the U.S. Securities and Exchange Commission ("SEC") in connection with GigCapital4’s Special Meeting of Stockholders relating to the previously announced business combination (the “Business Combination”) with BigBear.ai, a leading provider of artificial intelligence (“AI”), machine learning, cloud-based big data analytics, and cyber engineering solutions.
The Special Meeting of GigCapital4's stockholders will be held at 1 p.m. Eastern Time/10 a.m. Pacific Time on December 3, 2021 in connection with the Business Combination. The proxy statement/prospectus is being mailed to the Company's stockholders of record as of the close of business on October 5, 2021 (the "Record Date").
Upon closing of the transaction, the combined company will be named BigBear.ai, Inc. and its shares of common stock and warrants are expected to trade on the New York Stock Exchange under the symbols "BBAI" and “BBAIW,” respectively.
BigBear.ai’s suite of AI-powered technology transforms complex, raw data into knowledge to optimize human decision making. Its end-to-end software and technology operationalizes artificial intelligence and machine learning (“AI/ML”) at scale, and integrates easily into public and private sector customers’ existing technology.
Dr. Raluca Dinu, Founding Managing Partner of GigCapital Global and CEO of GigCapital4, said, “BigBear.ai provides a unique platform of advanced AI and machine learning capabilities at a critical period of growth in the AI/ML market. With a strong financial position, deep network of relationships and talented management team, BigBear.ai is well positioned to capitalize on opportunities in the commercial and defense sectors. We look forward to continuing our collaboration with BigBear.ai on the path to completing the business combination.”
Dr. Reggie Brothers, Chief Executive Officer of BigBear.ai, said, “We are pleased to reach this milestone and take the next step on the path toward becoming a public company. This transaction will allow us to accelerate our growth plans and leverage the massive opportunity in the fast-growing AI/ML addressable market. Across the public and commercial sectors, organizations are overwhelmed by an immense volume of data, and that data is accumulating at an accelerated pace. BigBear.ai operationalizes AI to cut through the noise and help customers get to a better outcome. With over 20 years of experience using data analytics to help our customers improve their competitive positioning by making better and faster decisions, we are excited to expand our capabilities and bring our expertise to more customers across the public and commercial markets.”
Jeffrey Hart, Principal at AE Industrial Partners, said, “BigBear.ai has been trusted by its diverse base of government and defense customers to support mission-critical decision making for years, and the company is now positioned to bring that expertise to an expanding market of commercial and state and local government customers. This transaction provides the resources to make this vision a reality by funding investments in sales and marketing, R&D and targeted M&A.”
Kirk Konert, Partner at AE Industrial Partners, said, “AE Industrial is proud to have supported BigBear.ai’s journey to become a leading AI public company since its founding and looks forward to being part of its continued success. As the major shareholder, AE Industrial is excited about the growth and long-term stability of this company. I am also thrilled to continue to serve as a board member of the company and help leverage AE’s strategic expertise to further BigBear.ai’s future success.”
As previously announced, the transaction values BigBear.ai at a pro forma enterprise value of approximately $1.57 billion, implying an EV / FY2022E multiple of 5.6x. Assuming no redemptions by GigCapital4 public stockholders, the Company is expected to have approximately $330 million in cash upon closing of the transaction, providing the capital flexibility needed to support organic and inorganic growth. The cash component of the purchase price to be paid to the equity holders of BigBear.ai is expected to be funded by GigCapital4's cash in trust (minus any redemptions by public stockholders), and a $200 million convertible senior unsecured note private placement with institutional investors including Fortress, Marathon, and Highbridge. The 5-year unsecured convertible notes, which shall bear interest at a rate of 6% per annum, are convertible into common shares of the combined company at a conversion price of $11.50.