information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the
business combination. Additional information about the proposed business combination and related transactions will be described in GigCapital4s proxy statement relating to the proposed business combination and the respective businesses of
GigCapital4 and BigBear.ai. The proposed business combination and related transactions will be submitted to stockholders of GigCapital4 for their consideration. GigCapital4s stockholders and other interested persons are advised to read the
preliminary proxy statement and, when available, the amendments thereto and the definitive proxy statement and other documents filed in connection with GigCapital4s solicitation of proxies for its special meeting of stockholders to be held to
approve, among other things, the proposed business combination and related transactions, because these materials will contain important information about BigBear.ai, GigCapital4 and the proposed business combination and related transactions. When
available, the definitive proxy statement and other relevant materials for the proposed business combination will be mailed to stockholders of GigCapital4 as of a record date to be established for voting on the proposed business combinations and
related transactions.
Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents
filed with the SEC by GigCapital4, without charge, at the SECs website located at www.sec.gov or by directing a request to Brad Weightman, Vice President and Chief Financial Officer, GigCapital4, Inc., 1731 Embarcadero Rd., Suite 200, Palo
Alto, CA 94303, or by telephone at (650) 276-7040.
Participants in Solicitation
BigBear.ai, GigCapital4 and their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of
proxies from GigCapital4s stockholders in respect of the proposed business combination and related transactions. Information regarding GigCapital4s directors and executive officers is available in its final prospectus prepared and filed
with the SEC on February 10, 2021, under Rule 424(b)(4) promulgated by the SEC pursuant to the Securities Act of 1933, as amended (the Securities Act) and related to its previously filed Registration Statement on Form S-1. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the preliminary and definitive proxy statements related
to the proposed business combination and related transactions when it becomes available, and which can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements may be identified by the use of words such as estimate,
plan, project, forecast, intend, will, expect, anticipate, believe, seek, target or other similar expressions that predict or
indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, and
projections of market opportunity and market share, and the timing of the consummation of the business combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations
of management of BigBear.ai and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
BigBear.ai. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or
timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected
benefits of the proposed business combination or that the approval of stockholders is not obtained; failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial
information with respect to BigBear.ai; risks related to the rollout of BigBear.ais business and the timing of expected business milestones; the effects of competition on the combined companys future business; the amount of redemption
requests made by GigCapital4s public stockholders; the ability of GigCapital4 or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future. If any of these risks
materialize or BigBear.ais or GigCapital4s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Additional factors that could cause actual results to differ are
discussed under the heading Risk Factors and in other sections of GigCapital4s filings with the SEC, and in GigCapital4s current and periodic reports filed or furnished from time to time with the SEC. There may be additional
risks that neither GigCapital4 nor BigBear.ai presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
reflect GigCapital4 and BigBear.ais expectations, plans or forecasts of future events and views as of the date of this press release, based on information available to GigCapital4 and BigBear.ai as of the date hereof. GigCapital4 and the
company assume no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. While GigCapital4 and BigBear.ai may elect to
update these forward-looking statements at some point in the future, GigCapital4 and BigBear.ai specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing GigCapital4s and
BigBear.ais assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.