UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
|
|
|
|
|
☐
|
|
Preliminary Proxy Statement
|
|
|
|
|
☐
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
|
|
|
☐
|
|
Definitive Proxy Statement
|
|
|
|
|
☐
|
|
Definitive Additional Materials
|
|
|
|
|
☒
|
|
Soliciting Material under §240.14a-12
|
GIGCAPITAL4, INC.
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
|
|
|
|
|
☒
|
|
No fee required.
|
|
|
|
|
☐
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
☐
|
|
Fee paid previously with preliminary materials.
|
|
|
|
|
☐
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
(6)
|
|
Date Filed:
|
BIGBEAR.AI TO BECOME PUBLICLY TRADED COMPANY VIA MERGER WITH GIGCAPITAL4
September 2021 Investor Presentation DATA-DRIVEN DECISION DOMINANCE © 2021 BigBear.ai. All rights reserved | BigBear.ai Proprietary.BIGBEAR.AI TO BECOME PUBLICLY TRADED COMPANY VIA MERGER WITH GIGCAPITAL4 September 2021 Investor Presentation
DATA-DRIVEN DECISION DOMINANCE © 2021 BigBear.ai. All rights reserved | BigBear.ai Proprietary.
Safe Harbor This investor presentation (“Presentation”)is
forinformational purposes only to assist interested parties in making theirown evaluation with respect to theproposed Business Combination (the “Business Combination”) between GigCapital4,Inc. (“GigCapital4”) and BigBear.ai
Holdings, LLC (f/k/a LakeIntermediate, LLC; togetherwithits direct andindirect subsidiaries,collectively,the“Company”or“BigBear.ai”). Theinformation containedherein does not purport tobe all-inclusive and noneof
GigCapital4,theCompanyortheirrespectiveaffiliates makes any representation orwarranty,express orimplied, as to theaccuracy,completeness or reliabilityof theinformation contained in this presentation. This Presentation does not constitute(i)
asolicitation of aproxy,consentor authorization with respect to any securities or in respect of the proposed Business Combination or(ii) an offer to sell, asolicitation of an offer to buyor a recommendation to purchase any securityof GigCapital4,
the Company or anyof their respective affiliates. You should not construe thecontents of this Presentation as legal, tax, accountingorinvestment adviceor a recommendation. You should consult your own counsel and tax and financial advisors as to
legal and related matters concerning the matters described herein and,by accepting this, Presentation,you confirm that you are not relying upon theinformation contained herein to make any decision. The distributionof this Presentation may also be
restricted by law and personsinto whosepossession this Presentation comes shouldinform themselves of and observe any such restrictions. Therecipient acknowledges thatitis (i) awarethat the United States Securities laws prohibit any person who
hasmaterial,non- publicinformation concerningacompany from purchasingorsellingsecuritiesof such company orfrom communicatingsuch information to any otherpersonundercircumstancesinwhich it is reasonably foreseeablethat such personislikely to
purchaseorsell suchsecurities,and (ii) familiarwith theSecurities Exchange Actof 1934, as amended, and therules and regulations promulgated thereunder (collectively, the “ExchangeAct”), and that therecipient will neitheruse,nor causeany
third party to use,this Presentation or any information contained hereinin contravention of theExchangeAct,including,withoutlimitation, Rule 10b-5 hereunder. This Presentation and theinformation contained herein constitutesconfidentialinformation,is
provided to you on thecondition that you agree that you will holdit in strict confidence and not reproduce,disclose,forward ordistributeit in wholeor in part without thepriorwritten consent of GigCapital4and theCompany and is intended
fortherecipient hereof only. FORWARD-LOOKING STATEMENTS This Presentation includes forward-lookingstatements” within themeaning of the safe harbor provisionsof the United States Private Securities Litigation Reform Actof 1995.
Forward-lookingstatements may beidentified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,”
“anticipate,” “believe,” “seek,” “target”orothersimilarexpressions thatpredictorindicatefuture eventsor trendsor that arenot statements of historical matters. Theseforward-lookingstatements include,
but are notlimited to,statements regardingestimates and forecastsof other financial and performancemetrics, and projections of market opportunity and market share. Thesestatements arebased on various assumptions, whetheror notidentified in this
Presentation,andon thecurrent expectations of managementof theCompany and arenot predictionsof actual performance. These forward-looking statements areprovided for illustrative purposes only and arenot intended to serveas,andmust notberelied on by
any investor as, a guarantee, an assurance,a prediction oradefinitivestatement of factorprobability. Actual events and circumstances aredifficultorimpossible to predict and will differfrom assumptions. Many actual events and circumstances arebeyond
thecontrolof theCompany. Theseforward-lookingstatements are subject to anumberof risks and uncertainties,includingchanges in domestic and foreign business,market, financial,political,andlegal conditions; theinabilityof theparties to successfully
ortimely consummate theproposed Business Combination,including therisk that any required regulatory approvals arenot obtained,aredelayed oraresubject to unanticipated conditions thatcould adversely affect thecombined companyor theexpected benefits
of theproposed BusinessCombination orthat the approval of stockholdersis not obtained; failure to realize the anticipated benefits of theproposed Business Combination; risks relating to the uncertainty of the projected financial information with
respect to the Company; risks related to the rolloutof BigBear.ai's business and the timing of expected business milestones; the effects of competition on the Company's future business; the amountof redemption requests madeby GigCapital4 's public
stockholders; the ability of GigCapital4’s or thecombined company to issue equity or equity-linked securities in connection with theproposed Business Combination orin thefuture. If any of theserisks materializeor the Company’s
assumptions proveincorrect,actual results could differmaterially from theresultsimplied by theseforward-lookingstatements. Theremay beadditional risks that neither GigCapital4northeCompany presently know orthat theycurrentlybelieveareimmaterial
thatcould alsocauseactual results to differ from thosecontained in theforward-lookingstatements.In addition, forward-lookingstatements reflect GigCapital4and BigBear.ais ’ expectations,plansor forecasts of future events and views as of
thedateof this Presentation.While GigCapital4 and theCompany may elect to updatethese forward-lookingstatements at some pointin thefuture, GigCapital4and theCompany specifically disclaim any obligation to do so. Theseforward-lookingstatements should
notbe relied upon as representing GigCapital4's and theCompany's assessments as of any datesubsequent to thedateof this Presentation. Accordingly,undue relianceshould notbe placed upontheforward-lookingstatements. NeithertheCompany, GigCapital4,
noranyof theirrespectiveaffiliates haveany obligation to updatethis Presentation.Although all information and opinions expressed in thisPresentation wereobtained from sources believed to bereliable andin good faith, no representation orwarranty,
expressorimplied,is made as to its accuracy orcompleteness. This Presentation contains preliminary information only, is subject to change at any time and is not, and should notbe assumed to be,completeorto constituteall theinformation necessary to
adequately make aninformed decision regarding your engagement with theCompany and GigCapital4. 2Safe Harbor This investor presentation (“Presentation”)is forinformational purposes only to assist interested parties in making theirown
evaluation with respect to theproposed Business Combination (the “Business Combination”) between GigCapital4,Inc. (“GigCapital4”) and BigBear.ai Holdings, LLC (f/k/a LakeIntermediate, LLC; togetherwithits direct andindirect
subsidiaries,collectively,the“Company”or“BigBear.ai”). Theinformation containedherein does not purport tobe all-inclusive and noneof GigCapital4,theCompanyortheirrespectiveaffiliates makes any representation
orwarranty,express orimplied, as to theaccuracy,completeness or reliabilityof theinformation contained in this presentation. This Presentation does not constitute(i) asolicitation of aproxy,consentor authorization with respect to any securities or
in respect of the proposed Business Combination or(ii) an offer to sell, asolicitation of an offer to buyor a recommendation to purchase any securityof GigCapital4, the Company or anyof their respective affiliates. You should not construe
thecontents of this Presentation as legal, tax, accountingorinvestment adviceor a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein and,by
accepting this, Presentation,you confirm that you are not relying upon theinformation contained herein to make any decision. The distributionof this Presentation may also be restricted by law and personsinto whosepossession this Presentation comes
shouldinform themselves of and observe any such restrictions. Therecipient acknowledges thatitis (i) awarethat the United States Securities laws prohibit any person who hasmaterial,non- publicinformation concerningacompany from
purchasingorsellingsecuritiesof such company orfrom communicatingsuch information to any otherpersonundercircumstancesinwhich it is reasonably foreseeablethat such personislikely to purchaseorsell suchsecurities,and (ii) familiarwith theSecurities
Exchange Actof 1934, as amended, and therules and regulations promulgated thereunder (collectively, the “ExchangeAct”), and that therecipient will neitheruse,nor causeany third party to use,this Presentation or any information contained
hereinin contravention of theExchangeAct,including,withoutlimitation, Rule 10b-5 hereunder. This Presentation and theinformation contained herein constitutesconfidentialinformation,is provided to you on thecondition that you agree that you will
holdit in strict confidence and not reproduce,disclose,forward ordistributeit in wholeor in part without thepriorwritten consent of GigCapital4and theCompany and is intended fortherecipient hereof only. FORWARD-LOOKING STATEMENTS This Presentation
includes forward-lookingstatements” within themeaning of the safe harbor provisionsof the United States Private Securities Litigation Reform Actof 1995. Forward-lookingstatements may beidentified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target”orothersimilarexpressions thatpredictorindicatefuture eventsor trendsor that arenot statements of historical matters. Theseforward-lookingstatements include, but are notlimited to,statements regardingestimates and forecastsof
other financial and performancemetrics, and projections of market opportunity and market share. Thesestatements arebased on various assumptions, whetheror notidentified in this Presentation,andon thecurrent expectations of managementof theCompany
and arenot predictionsof actual performance. These forward-looking statements areprovided for illustrative purposes only and arenot intended to serveas,andmust notberelied on by any investor as, a guarantee, an assurance,a prediction
oradefinitivestatement of factorprobability. Actual events and circumstances aredifficultorimpossible to predict and will differfrom assumptions. Many actual events and circumstances arebeyond thecontrolof theCompany. Theseforward-lookingstatements
are subject to anumberof risks and uncertainties,includingchanges in domestic and foreign business,market, financial,political,andlegal conditions; theinabilityof theparties to successfully ortimely consummate theproposed Business
Combination,including therisk that any required regulatory approvals arenot obtained,aredelayed oraresubject to unanticipated conditions thatcould adversely affect thecombined companyor theexpected benefits of theproposed BusinessCombination orthat
the approval of stockholdersis not obtained; failure to realize the anticipated benefits of theproposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to the Company; risks related to the
rolloutof BigBear.ai's business and the timing of expected business milestones; the effects of competition on the Company's future business; the amountof redemption requests madeby GigCapital4 's public stockholders; the ability of
GigCapital4’s or thecombined company to issue equity or equity-linked securities in connection with theproposed Business Combination orin thefuture. If any of theserisks materializeor the Company’s assumptions proveincorrect,actual
results could differmaterially from theresultsimplied by theseforward-lookingstatements. Theremay beadditional risks that neither GigCapital4northeCompany presently know orthat theycurrentlybelieveareimmaterial thatcould alsocauseactual results to
differ from thosecontained in theforward-lookingstatements.In addition, forward-lookingstatements reflect GigCapital4and BigBear.ais ’ expectations,plansor forecasts of future events and views as of thedateof this Presentation.While
GigCapital4 and theCompany may elect to updatethese forward-lookingstatements at some pointin thefuture, GigCapital4and theCompany specifically disclaim any obligation to do so. Theseforward-lookingstatements should notbe relied upon as representing
GigCapital4's and theCompany's assessments as of any datesubsequent to thedateof this Presentation. Accordingly,undue relianceshould notbe placed upontheforward-lookingstatements. NeithertheCompany, GigCapital4, noranyof theirrespectiveaffiliates
haveany obligation to updatethis Presentation.Although all information and opinions expressed in thisPresentation wereobtained from sources believed to bereliable andin good faith, no representation orwarranty, expressorimplied,is made as to its
accuracy orcompleteness. This Presentation contains preliminary information only, is subject to change at any time and is not, and should notbe assumed to be,completeorto constituteall theinformation necessary to adequately make aninformed decision
regarding your engagement with theCompany and GigCapital4. 2
Safe Harbor (cont.) USE OF PROJECTIONS This Presentation contains projected
financial information with respect to BigBear.ai, namely theCompany’s projected revenue, products sold,gross profit,Adjusted EBITDA and Adjusted EBITDA margin for 2021-2025. Such projected financial information constitutes
forward-lookinginformation, and is forillustrative purposes only and should notberelied upon as necessarily beingindicativeof futureresults. The assumptions and estimates underlyingsuch projected financialinformation areinherently uncertain and
aresubject to awidevariety of significant business,economic,competitiveand otherrisks and uncertainties that could cause actual results to differmaterially from thosecontained in theprojected financial information. See Forward-Looking
Statements” paragraph above. Actual results may differmaterially from the results contemplated by theprojected financial information contained in this Presentation, and theinclusion of such information in this Presentation should notberegarded
as a representationby any person that theresults reflectedin such projections will be achieved. Neithertheindependent auditorsof GigCapital4northeindependent registered public accountingfirmof theCompany audited,reviewed,compiledorperformed any
procedureswith respect to theprojections forthepurposeof theirinclusionin this Presentation and, accordingly,neitherof them expressed an opinion orprovided any otherform of assurancewith respectthereto for thepurposeof thisPresentation. There
arenumerous factors related to themarkets in general orthe implementation of any operational strategy that cannot be fully accounted forwith respect to the projections herein. Any targets or estimates are therefore subject to anumberof important
risks, qualifications, limitations and exceptions that could materially and adversely affect GigCapital4 and theCompany's performance. Moreover, actual events aredifficult to project and often depend upon factors that arebeyond thecontrolof
GigCapital4and theCompany and its affiliates. A reconciliation ofnon-GAAP financial measuresin this Presentation to themost directly comparableGAAP financial measures is not included,because, without unreasonable effort,the Company is unableto
predict with reasonable certainty theamountortimingof non-GAAPadjustments that are used to calculatethesenon-GAAPfinancial measures. IMPORTANT INFORMATION FOR INVESTORSANDSTOCKHOLDERS In connection with theproposed Business
Combination,GigCapital4intends to fileaproxy statement with the SEC. Thedefinitiveproxy statement and other relevant documents will besentor given to thestockholdersof GigCapital4 and willcontain important information about theproposed Business
Combination and related matters. GigCapital4stockholders and otherinterested persons are advised to read,when available, theproxy statementin connection with GigCapital4's solicitation of proxies for themeetingof stockholders to beheld to approve
theBusiness Combination becausetheproxy statement will contain important information about the proposed Business Combination. When available, thedefinitiveproxy statement will bemailed to GigCapital4 stockholders as of a record date to be
established forvotingon theBusiness Combination. Stockholders will also be ableto obtain copies of the proxy statement,without charge,once available,at theSEC's website at www.sec.gov. PARTICIPANTS IN SOLICITATION GigCapital4,theCompany and
theirrespectivedirectors,managers andofficersmay bedeemed participantsin thesolicitationof proxies of stockholdersin connection with theproposed BusinessCombination. GigCapital4stockholders andotherinterested persons mayobtain,without charge,
moredetailedinformation regarding the directors,managers and officers of GigCapital4 in GigCapital4's RegistrationStatement on Form S-1initially filed with theSEC onJanuary 22, 2021. Additionalinformation willbeavailablein the definitiveproxy
statement when it becomes available. USE OF NON·GAAP FINANCIAL MEASURES The financial information and datacontainedin this Presentationis unaudited anddoes not conform to Regulation S-Xpromulgated undertheAct. Accordingly,suchinformation and
datamay notbeincluded in,maybeadjusted in ormaybepresented differently in, any proxy statement to befiled by GigCapital4with the SEC. Someof thefinancialinformation and datacontainedin this Presentation,such as Adjusted EBITDA and Adjusted EBITDA
margin,havenot been prepared in accordancewith United States generally accepted accountingprinciples ( GAAP ). GigCapital4 and BigBear. ai believe thesenon-GAAP measures of financial results provideuseful information tomanagement andinvestors
regardingcertain financial and business trends relatingto theCompany's financial condition and results of operations. GigCapital4 and BigBear. ai believe that theuse of thesenon-GAAP financial measures provide an additional tool forinvestors to
usein evaluatingprojected operating results and trends in andin comparingBigBear.ai's financial measures with othersimilarcompanies,manyof which present similarnon-GAAP financial measures to investors. Management does not
considerthesenon-GAAPmeasuresinisolation or as an alternative to financial measures determined in accordancewith GAAP. Theprincipal limitation of thesenon-GAAP financial measures is that they exclude significant expenses and incomethat are required
by GAAP to berecordedin theCompanys ' financial statements. In addition, they aresubject to inherent limitations as they reflect theexerciseof judgments by management about which expenseand incomeare excluded orincluded in determiningthesenon-GAAP
financialmeasures.Inorder tocompensatefor theselimitations, management presentsnon-GAAPfinancial measures in connection with GAAP results. SEGMENT REPORTING The Company reportsits results in two segments: Cyber and Engineering(C&E) and
Analytics. Within thesegments,theChief OperatingDecision Maker(CODM) evaluates performanceand allocates resources based on Segment Gross Profit and Segment Gross Profit Margin,which arecalculated by reducing thecosts associated with development
activitieson Firm FixedPrice(FFP) and Time and Material (T&M) contracts from costof revenue,where theCompany retains intellectual property that can berepurposed for futureuse. Segment Gross Profit and Gross Profit Margin arenot calculated on
thesamebasis as Consolidated Gross Profit and Gross Profit Margin. In addition, Segment Gross Profit and Gross Profit Margin for the fiscal year ended December 31, 2020 are presented on apro formabasis to reflect results of closed acquisitions and
includemanagement’s estimates of segment results fortheperiod duringsuch fiscal yearpriorto the adoption of segment reporting. INDUSTRY AND MARKET DATA This Presentation hasbeen prepared by GigCapital4and BigBear. ai and includesmarket dataand
otherstatistical information from sources believedby GigCapital4 and theCompany to bereliable,includingindependentindustry publications, governmental publications orotherpublishedindependent sources. Somedata is also based on the good faith
estimates of GigCapital4 and BigBear.ai,which arederived from its review of internal sources as well as theindependent sources described above. Although GigCapital4 and theCompany believethesesources arereliable,they have notindependently verified
theinformation and cannot guarantee its accuracy and completeness. TRADEMARKS AND TRADE NAMES GigCapital4and BigBear. ai own orhave rights to various trademarks,servicemarks and tradenames that they usein connection with theoperation of
theirrespectivebusinesses. ThisPresentation also contains trademarks,servicemarks and tradenamesof third parties,which aretheproperty of theirrespectiveowners. Theuseordisplayof thirdparties'trademarks,servicemarks, tradenames orproducts in
thisPresentation is not intended to, anddoes not imply,arelationshipwith GigCapital4orBigBear.ai,or an endorsementorsponsorshipby orof GigCapital4ortheCompany. Solely forconvenience, thetrademarks,servicemarks and tradenames referred to in this
Presentation may appearwithout the®,TMor SMsymbols,but such references arenot intended to indicate,in any way,that GigCapital4orBigBear. ai willnot assert,to thefullest extent under applicablelaw, their rights ortherightof theapplicablelicensor
to these trademarks, servicemarks and trade names. 3Safe Harbor (cont.) USE OF PROJECTIONS This Presentation contains projected financial information with respect to BigBear.ai, namely theCompany’s projected revenue, products sold,gross
profit,Adjusted EBITDA and Adjusted EBITDA margin for 2021-2025. Such projected financial information constitutes forward-lookinginformation, and is forillustrative purposes only and should notberelied upon as necessarily beingindicativeof
futureresults. The assumptions and estimates underlyingsuch projected financialinformation areinherently uncertain and aresubject to awidevariety of significant business,economic,competitiveand otherrisks and uncertainties that could cause actual
results to differmaterially from thosecontained in theprojected financial information. See Forward-Looking Statements” paragraph above. Actual results may differmaterially from the results contemplated by theprojected financial information
contained in this Presentation, and theinclusion of such information in this Presentation should notberegarded as a representationby any person that theresults reflectedin such projections will be achieved. Neithertheindependent auditorsof
GigCapital4northeindependent registered public accountingfirmof theCompany audited,reviewed,compiledorperformed any procedureswith respect to theprojections forthepurposeof theirinclusionin this Presentation and, accordingly,neitherof them expressed
an opinion orprovided any otherform of assurancewith respectthereto for thepurposeof thisPresentation. There arenumerous factors related to themarkets in general orthe implementation of any operational strategy that cannot be fully accounted forwith
respect to the projections herein. Any targets or estimates are therefore subject to anumberof important risks, qualifications, limitations and exceptions that could materially and adversely affect GigCapital4 and theCompany's performance. Moreover,
actual events aredifficult to project and often depend upon factors that arebeyond thecontrolof GigCapital4and theCompany and its affiliates. A reconciliation ofnon-GAAP financial measuresin this Presentation to themost directly comparableGAAP
financial measures is not included,because, without unreasonable effort,the Company is unableto predict with reasonable certainty theamountortimingof non-GAAPadjustments that are used to calculatethesenon-GAAPfinancial measures. IMPORTANT
INFORMATION FOR INVESTORSANDSTOCKHOLDERS In connection with theproposed Business Combination,GigCapital4intends to fileaproxy statement with the SEC. Thedefinitiveproxy statement and other relevant documents will besentor given to thestockholdersof
GigCapital4 and willcontain important information about theproposed Business Combination and related matters. GigCapital4stockholders and otherinterested persons are advised to read,when available, theproxy statementin connection with GigCapital4's
solicitation of proxies for themeetingof stockholders to beheld to approve theBusiness Combination becausetheproxy statement will contain important information about the proposed Business Combination. When available, thedefinitiveproxy statement
will bemailed to GigCapital4 stockholders as of a record date to be established forvotingon theBusiness Combination. Stockholders will also be ableto obtain copies of the proxy statement,without charge,once available,at theSEC's website at
www.sec.gov. PARTICIPANTS IN SOLICITATION GigCapital4,theCompany and theirrespectivedirectors,managers andofficersmay bedeemed participantsin thesolicitationof proxies of stockholdersin connection with theproposed BusinessCombination.
GigCapital4stockholders andotherinterested persons mayobtain,without charge, moredetailedinformation regarding the directors,managers and officers of GigCapital4 in GigCapital4's RegistrationStatement on Form S-1initially filed with theSEC onJanuary
22, 2021. Additionalinformation willbeavailablein the definitiveproxy statement when it becomes available. USE OF NON·GAAP FINANCIAL MEASURES The financial information and datacontainedin this Presentationis unaudited anddoes not conform to
Regulation S-Xpromulgated undertheAct. Accordingly,suchinformation and datamay notbeincluded in,maybeadjusted in ormaybepresented differently in, any proxy statement to befiled by GigCapital4with the SEC. Someof thefinancialinformation and
datacontainedin this Presentation,such as Adjusted EBITDA and Adjusted EBITDA margin,havenot been prepared in accordancewith United States generally accepted accountingprinciples ( GAAP ). GigCapital4 and BigBear. ai believe thesenon-GAAP measures
of financial results provideuseful information tomanagement andinvestors regardingcertain financial and business trends relatingto theCompany's financial condition and results of operations. GigCapital4 and BigBear. ai believe that theuse of
thesenon-GAAP financial measures provide an additional tool forinvestors to usein evaluatingprojected operating results and trends in andin comparingBigBear.ai's financial measures with othersimilarcompanies,manyof which present similarnon-GAAP
financial measures to investors. Management does not considerthesenon-GAAPmeasuresinisolation or as an alternative to financial measures determined in accordancewith GAAP. Theprincipal limitation of thesenon-GAAP financial measures is that they
exclude significant expenses and incomethat are required by GAAP to berecordedin theCompanys ' financial statements. In addition, they aresubject to inherent limitations as they reflect theexerciseof judgments by management about which expenseand
incomeare excluded orincluded in determiningthesenon-GAAP financialmeasures.Inorder tocompensatefor theselimitations, management presentsnon-GAAPfinancial measures in connection with GAAP results. SEGMENT REPORTING The Company reportsits results in
two segments: Cyber and Engineering(C&E) and Analytics. Within thesegments,theChief OperatingDecision Maker(CODM) evaluates performanceand allocates resources based on Segment Gross Profit and Segment Gross Profit Margin,which arecalculated by
reducing thecosts associated with development activitieson Firm FixedPrice(FFP) and Time and Material (T&M) contracts from costof revenue,where theCompany retains intellectual property that can berepurposed for futureuse. Segment Gross Profit
and Gross Profit Margin arenot calculated on thesamebasis as Consolidated Gross Profit and Gross Profit Margin. In addition, Segment Gross Profit and Gross Profit Margin for the fiscal year ended December 31, 2020 are presented on apro formabasis to
reflect results of closed acquisitions and includemanagement’s estimates of segment results fortheperiod duringsuch fiscal yearpriorto the adoption of segment reporting. INDUSTRY AND MARKET DATA This Presentation hasbeen prepared by
GigCapital4and BigBear. ai and includesmarket dataand otherstatistical information from sources believedby GigCapital4 and theCompany to bereliable,includingindependentindustry publications, governmental publications orotherpublishedindependent
sources. Somedata is also based on the good faith estimates of GigCapital4 and BigBear.ai,which arederived from its review of internal sources as well as theindependent sources described above. Although GigCapital4 and theCompany believethesesources
arereliable,they have notindependently verified theinformation and cannot guarantee its accuracy and completeness. TRADEMARKS AND TRADE NAMES GigCapital4and BigBear. ai own orhave rights to various trademarks,servicemarks and tradenames that they
usein connection with theoperation of theirrespectivebusinesses. ThisPresentation also contains trademarks,servicemarks and tradenamesof third parties,which aretheproperty of theirrespectiveowners. Theuseordisplayof
thirdparties'trademarks,servicemarks, tradenames orproducts in thisPresentation is not intended to, anddoes not imply,arelationshipwith GigCapital4orBigBear.ai,or an endorsementorsponsorshipby orof GigCapital4ortheCompany. Solely forconvenience,
thetrademarks,servicemarks and tradenames referred to in this Presentation may appearwithout the®,TMor SMsymbols,but such references arenot intended to indicate,in any way,that GigCapital4orBigBear. ai willnot assert,to thefullest extent under
applicablelaw, their rights ortherightof theapplicablelicensor to these trademarks, servicemarks and trade names. 3
Today’s Presenters RELEVANT EXPERIENCE ⚫ 30+ years of experience
as a science and technology innovator Dr. Reggie ⚫ Former CTO of Peraton, Under Secretary for S&T at DHS, and Dep Asst Sec Defense for Research Brothers ⚫ Awarded the Wash100, an award for the most influential leaders in the Chief
Executive Officer government market, in 2021 ⚫ 25+ years of experience in technology focusing on Big Data analytics for the defense community Brian ⚫ Created first distributed analytics engine for Endeca, open-source exploitation
Frutchey environment for the Joint Staff, and other ML powered big data products Chief Technology Officer ⚫ Managed data science investments for IN-Q-TEL ⚫ 20+ years of experience in government finance and accounting Josh ⚫
Co-Founder and Former CFO of PCI ⚫ Deep insight into government contracting process Kinley Chief Financial Officer ⚫ 20+ years of experience in the high-tech industry with an established track Raluca record of driving increased revenue,
profitability, and strategic growth ⚫ CEO and President of GigCapital4 as well as Board of Director Member and Dinu Founding Managing Partner of GigCapital Global GigCapital4 CEO, President, & BOD MEMBER 4Today’s Presenters RELEVANT
EXPERIENCE ⚫ 30+ years of experience as a science and technology innovator Dr. Reggie ⚫ Former CTO of Peraton, Under Secretary for S&T at DHS, and Dep Asst Sec Defense for Research Brothers ⚫ Awarded the Wash100, an award for
the most influential leaders in the Chief Executive Officer government market, in 2021 ⚫ 25+ years of experience in technology focusing on Big Data analytics for the defense community Brian ⚫ Created first distributed analytics engine
for Endeca, open-source exploitation Frutchey environment for the Joint Staff, and other ML powered big data products Chief Technology Officer ⚫ Managed data science investments for IN-Q-TEL ⚫ 20+ years of experience in government
finance and accounting Josh ⚫ Co-Founder and Former CFO of PCI ⚫ Deep insight into government contracting process Kinley Chief Financial Officer ⚫ 20+ years of experience in the high-tech industry with an established track Raluca
record of driving increased revenue, profitability, and strategic growth ⚫ CEO and President of GigCapital4 as well as Board of Director Member and Dinu Founding Managing Partner of GigCapital Global GigCapital4 CEO, President, & BOD
MEMBER 4
Our Mission Your World is a Battleground. Know your World. Shape your World.
Data-Driven Decision Dominance. Operationalizing AI at Scale. 5Our Mission Your World is a Battleground. Know your World. Shape your World. Data-Driven Decision Dominance. Operationalizing AI at Scale. 5
AI & Machine Learning to Augment Human Decision Making
BIGBEAR.AI’S END-TO-END SOFTWARE PRODUCTS AND TECHNOLOGY TRANSFORM RAW DATA INTO KNOWLEDGE ▪ BigBear.ai augments – not eliminates – the human decision-making process using AI / ML ▪ Enables AI assisted decision making
in a realistic data environment that includes less than perfect (or complex) data sets ▪ Flexible solutions are implemented on top of customers’ current infrastructure and decision-making framework, reducing required investment (1)
BROADER AI / ML MARKET PROJECTED TO GROW AT ~40% CAGR OVER THE NEXT 5 YEARS TO REACH ~$310B BY 2026 ▪ Market growth driven by rapid proliferation of data and connected devices LAND & EXPAND STRATEGY: TRACK RECORD OF GROWING CUSTOMER
RELATIONSHIPS WITH NEW PRODUCTS & SOLUTIONS ▪ Deploy proven AI solutions to adjacent Federal Civilian markets with similar operational needs ▪ Established and profitable defense and intelligence customer base with long-lasting
engagements ▪ Wide range of commercial sector applications across every industry vertical, driven by market need for tracking and predictive tools POSITIVE AND ACCELERATING REVENUE, GROSS MARGIN, EBITDA, AND FREE CASH FLOW ▪ Revenue
projections backed by robust $500+M contracted backlog and 100% recompete win rate HIGHLY EXPERIENCED LEADERSHIP TEAM AND EMPLOYEES ▪ Majority have secret-level or higher U.S. government security clearance levels – a significant barrier
to entry in an industry where clients rely on us PRICED WITH SIGNIFICANT UPSIDE POTENTIAL AI POWERED TECHNOLOGY SUITE SERVING GROWING PUBLIC & PRIVATE SECTOR DEMAND TO OPTIMIZE DECISIONS (1) MarketsAndMarkets, Inc., May, 2021. 6AI & Machine
Learning to Augment Human Decision Making BIGBEAR.AI’S END-TO-END SOFTWARE PRODUCTS AND TECHNOLOGY TRANSFORM RAW DATA INTO KNOWLEDGE ▪ BigBear.ai augments – not eliminates – the human decision-making process using AI / ML
▪ Enables AI assisted decision making in a realistic data environment that includes less than perfect (or complex) data sets ▪ Flexible solutions are implemented on top of customers’ current infrastructure and decision-making
framework, reducing required investment (1) BROADER AI / ML MARKET PROJECTED TO GROW AT ~40% CAGR OVER THE NEXT 5 YEARS TO REACH ~$310B BY 2026 ▪ Market growth driven by rapid proliferation of data and connected devices LAND & EXPAND
STRATEGY: TRACK RECORD OF GROWING CUSTOMER RELATIONSHIPS WITH NEW PRODUCTS & SOLUTIONS ▪ Deploy proven AI solutions to adjacent Federal Civilian markets with similar operational needs ▪ Established and profitable defense and
intelligence customer base with long-lasting engagements ▪ Wide range of commercial sector applications across every industry vertical, driven by market need for tracking and predictive tools POSITIVE AND ACCELERATING REVENUE, GROSS MARGIN,
EBITDA, AND FREE CASH FLOW ▪ Revenue projections backed by robust $500+M contracted backlog and 100% recompete win rate HIGHLY EXPERIENCED LEADERSHIP TEAM AND EMPLOYEES ▪ Majority have secret-level or higher U.S. government security
clearance levels – a significant barrier to entry in an industry where clients rely on us PRICED WITH SIGNIFICANT UPSIDE POTENTIAL AI POWERED TECHNOLOGY SUITE SERVING GROWING PUBLIC & PRIVATE SECTOR DEMAND TO OPTIMIZE DECISIONS (1)
MarketsAndMarkets, Inc., May, 2021. 6
Battle Tested to Perform in Complex, Real Time Environments
BigBear.ai’s platform generates critical insights into complex situations where the cost of failure is significant Predicted Russian invasion of Crimea Detected fuel smuggling Product leveraged by CENTCOM to from Libya shape Iranian engagement
strategy 7
BigBear.ai Company Snapshot Machine driven AI / ML enables decision making
dominance $277M 61% ~$500M (1) FY’22E Total Revenue FY’22E Revenue Growth Contracted Backlog 100K $4.5B 21 Enterprise Decision Makers and Near-Term Pipeline Years in Operation Analysts Relying on Our Software 6M+ 93% 300K Predictions per
Day Historical Contract Win-rate Models Trained Per Year (1) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai.
8BigBear.ai Company Snapshot Machine driven AI / ML enables decision making dominance $277M 61% ~$500M (1) FY’22E Total Revenue FY’22E Revenue Growth Contracted Backlog 100K $4.5B 21 Enterprise Decision Makers and Near-Term Pipeline
Years in Operation Analysts Relying on Our Software 6M+ 93% 300K Predictions per Day Historical Contract Win-rate Models Trained Per Year (1) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. Refer to Safe Harbor on
slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 8
Customers Grappling with Complex, Unforgiving Data Sets The proliferation of
data, if harnessed through AI / ML, could result in a global economic gain of ~$16T by 2030 – organizations that don’t leverage AI / ML may pay a steep cost Problems Faced by Companies: ▪ Organizations have spent billions to amass
troves of data ▪ More data will be created in the next three years than in the last 30 ▪ Data overload has slowed and complicated the decision-making process The BigBear.ai Solution: ▪ Distill the data and unearth insights ▪
Deploy operationalized AI / ML to enable better decision making – improving not replacing the human decision maker ▪ Applicability across a variety of different sectors translates into a large addressable market Source: IDC, PwC, FT and
Gartner Research. 9Customers Grappling with Complex, Unforgiving Data Sets The proliferation of data, if harnessed through AI / ML, could result in a global economic gain of ~$16T by 2030 – organizations that don’t leverage AI / ML may
pay a steep cost Problems Faced by Companies: ▪ Organizations have spent billions to amass troves of data ▪ More data will be created in the next three years than in the last 30 ▪ Data overload has slowed and complicated the
decision-making process The BigBear.ai Solution: ▪ Distill the data and unearth insights ▪ Deploy operationalized AI / ML to enable better decision making – improving not replacing the human decision maker ▪ Applicability
across a variety of different sectors translates into a large addressable market Source: IDC, PwC, FT and Gartner Research. 9
Large and Rapidly Growing Addressable Market (1) Broader AI / ML market
projected to grow at ~40% CAGR over the next 5 years to reach ~$310B by 2026 Near-Term Commercial Expansion Currently Underway MARITIME SPACE TRANSPORTATION & ENERGY RETAIL LOGISTICS Offerings include: Offerings include: Offerings include:
Offerings include: Offerings include: ➢ Plan for Weather Impacts➢ Analyze Data to Optimize Launch Time➢ Route Optimization➢ Location Optimization➢ Site Selection ➢ Reduce Wait Times and Save Fuel➢
Full-Spectrum Vulnerability Testing➢ Preventative Maintenance➢ Preventative Maintenance➢ Brand Management and Insights ➢ Forecasting Demand and Rates➢ Processing, Exploitation, and ➢ Fleet Command &
Control Insights➢ Commodity Price Forecasting into Customer Sentiment ➢ Identify Maintenance Needs Dissemination Capabilities➢ Optimize Product Placement ➢ Discover New Potential Customers➢ Command & Control
Services Potential for Continued Commercial Expansion INFRASTRUCTURE MEDIA FEDERAL CIVILIAN (1) MarketsAndMarkets, Inc., May, 2021. 10Large and Rapidly Growing Addressable Market (1) Broader AI / ML market projected to grow at ~40% CAGR over the
next 5 years to reach ~$310B by 2026 Near-Term Commercial Expansion Currently Underway MARITIME SPACE TRANSPORTATION & ENERGY RETAIL LOGISTICS Offerings include: Offerings include: Offerings include: Offerings include: Offerings include:
➢ Plan for Weather Impacts➢ Analyze Data to Optimize Launch Time➢ Route Optimization➢ Location Optimization➢ Site Selection ➢ Reduce Wait Times and Save Fuel➢ Full-Spectrum Vulnerability
Testing➢ Preventative Maintenance➢ Preventative Maintenance➢ Brand Management and Insights ➢ Forecasting Demand and Rates➢ Processing, Exploitation, and ➢ Fleet Command & Control Insights➢
Commodity Price Forecasting into Customer Sentiment ➢ Identify Maintenance Needs Dissemination Capabilities➢ Optimize Product Placement ➢ Discover New Potential Customers➢ Command & Control Services Potential for
Continued Commercial Expansion INFRASTRUCTURE MEDIA FEDERAL CIVILIAN (1) MarketsAndMarkets, Inc., May, 2021. 10
We Provide Customers With Mission Critical Solutions Highly Customizable
Capabilities Compelling Product Applications ▪ Location Intelligence: Global situational awareness and impact analysis across multiple domains reduces surprises and Data Ingestion, Artificial Predictive Full Spectrum informs decisions
Enrichment & Intelligence & Analytics & Cyber Processing Machine Learning Visualization ▪ Maritime Intelligence: Optimize fleet operations and hinder competition - the Diverse Base of Government and Commercial Customers first step
toward total logistics intelligence ▪ Media Intelligence: Ensuring brands understand the drivers of sentiment and act in their best interests Defense Intelligence Commercial 11We Provide Customers With Mission Critical Solutions Highly
Customizable Capabilities Compelling Product Applications ▪ Location Intelligence: Global situational awareness and impact analysis across multiple domains reduces surprises and Data Ingestion, Artificial Predictive Full Spectrum informs
decisions Enrichment & Intelligence & Analytics & Cyber Processing Machine Learning Visualization ▪ Maritime Intelligence: Optimize fleet operations and hinder competition - the Diverse Base of Government and Commercial Customers
first step toward total logistics intelligence ▪ Media Intelligence: Ensuring brands understand the drivers of sentiment and act in their best interests Defense Intelligence Commercial 11
Strategic Hiring Supports a Specialized Workforce Several recent hires
support sales growth and go-to-market strategy with skilled, mission-focused employees SPECIALIZED WORKFORCE 30%+ 75 100+ 90%+ 65%+ Secret+ Projected Growth New Hires Anticipated Employee Cleared Employees of Workforce in in 1H2021 New Hires in
Retention 2021E 2H2021 Across Numerous Disciplines: 625+ ▪ Software Engineering Total Employees ▪ Software Development ▪ Founded the Sales Engineering team with multiple data science ▪ Data Science – AI / ML PhDsto push
commercial “lighthouse” prospects to success▪ Data Architecture ▪ Analytics Engineering ▪ Grew Product Management and Founded Product Marketing teams with talent from Teradata and other real-time big-data processing
firms CULTURE & EMPLOYEE RECOGNITION ▪ Expand the R&D, Design and Engineering Industry and Technology Research, Operations, Customer Engagement, and Training functions through 2022 12Strategic Hiring Supports a Specialized Workforce
Several recent hires support sales growth and go-to-market strategy with skilled, mission-focused employees SPECIALIZED WORKFORCE 30%+ 75 100+ 90%+ 65%+ Secret+ Projected Growth New Hires Anticipated Employee Cleared Employees of Workforce in in
1H2021 New Hires in Retention 2021E 2H2021 Across Numerous Disciplines: 625+ ▪ Software Engineering Total Employees ▪ Software Development ▪ Founded the Sales Engineering team with multiple data science ▪ Data Science –
AI / ML PhDsto push commercial “lighthouse” prospects to success▪ Data Architecture ▪ Analytics Engineering ▪ Grew Product Management and Founded Product Marketing teams with talent from Teradata and other real-time
big-data processing firms CULTURE & EMPLOYEE RECOGNITION ▪ Expand the R&D, Design and Engineering Industry and Technology Research, Operations, Customer Engagement, and Training functions through 2022 12
AI Powered Products for Decision Dominance OBSERVE ORIENT DOMINATE Collect
and conflate big “Low Code” AI Visual interactions and real-time sources into generates insights advice for decisions in informative reports and predictions complex situations Change Detection Course of Action Impact Optimize Allocations
SELECT DEFENSE CUSTOMER RESULTS Provides98% of all 96% 24x automated observations Prediction accuracy Faster strategic plan updates 13AI Powered Products for Decision Dominance OBSERVE ORIENT DOMINATE Collect and conflate big “Low Code”
AI Visual interactions and real-time sources into generates insights advice for decisions in informative reports and predictions complex situations Change Detection Course of Action Impact Optimize Allocations SELECT DEFENSE CUSTOMER RESULTS
Provides98% of all 96% 24x automated observations Prediction accuracy Faster strategic plan updates 13
Agility and Differentiation from a Composable Foundation BigBear.ai’s
highly modular IP can be used alone or grafted onto a customer's existing technology to quickly produce customized solutions that meet the unique needs of the customer and the end market ADVANTAGES OF DOMINATE OBSERVE ORIENT OUR APPROACH ▪
Rapid time to value: ~4 weeks to integrate new customer ▪ Trusted in critical situationswhere there is little margin for error ▪ Scales for global coverage ▪ Component reuse LOCATION SPACE accelerates innovation INTELLIGENCE
INTELLIGENCE of new capabilities 600M+ 6M+ Daily near real-time ingest of Daily ▪ Automatic application of events from 200+ countries predictions AI to business decisions, allowing customers to operationalize AI at scale 7.2B 10K+ Records
Created Models Per Year trained daily MARITIME INTELLIGENCE 14Agility and Differentiation from a Composable Foundation BigBear.ai’s highly modular IP can be used alone or grafted onto a customer's existing technology to quickly produce
customized solutions that meet the unique needs of the customer and the end market ADVANTAGES OF DOMINATE OBSERVE ORIENT OUR APPROACH ▪ Rapid time to value: ~4 weeks to integrate new customer ▪ Trusted in critical situationswhere there
is little margin for error ▪ Scales for global coverage ▪ Component reuse LOCATION SPACE accelerates innovation INTELLIGENCE INTELLIGENCE of new capabilities 600M+ 6M+ Daily near real-time ingest of Daily ▪ Automatic application of
events from 200+ countries predictions AI to business decisions, allowing customers to operationalize AI at scale 7.2B 10K+ Records Created Models Per Year trained daily MARITIME INTELLIGENCE 14
Existing Software Solutions Apply to Commercial Use Cases BigBear.ai's IP,
originally designed for defense and intelligence customers, can be used today within a wide range of commercial applications across every industry vertical DEFENSE USE CASE EXAMPLES: COMMERCIAL USE CASE EXAMPLES: Location ▪ Discover new
infrastructure being created▪ Predict the likelihood of disruptions at a location Intelligence ▪ Identify when a location’s use changes▪ Discover where competitors are operating ▪ Optimize trends effecting property
value ▪ Predict human behaviors like security events ▪ Support refined site selection ▪ Process Satelliteand Internet of Things Data Space Energy ▪ Predict equipment failure to inform Maritime preventative maintenance ▪
Discover anomalous shipping behavior Intelligence ▪ Forecast demand for cargo capacity ▪ Predict the capacity of ports for future operations ▪ Optimize routing and fuel hedging strategy ▪ Characterize adversary maritime
assets ➢ Forecast commodity and shipping prices ▪ Identify smuggling or piracy Logistics ➢ Optimize warehouse assortments Media ▪ Analyze sentiment towards brand or product ▪ Analyze sentiment towards U.S. interests
Intelligence ▪ Optimize the impact of marketing campaigns ▪ Determine the differences between populations ▪ Identify and shape key influencers ▪ Identify propaganda and disinformation Federal Retail ▪ Predict the credit
risk of individuals Civilian 15Existing Software Solutions Apply to Commercial Use Cases BigBear.ai's IP, originally designed for defense and intelligence customers, can be used today within a wide range of commercial applications across every
industry vertical DEFENSE USE CASE EXAMPLES: COMMERCIAL USE CASE EXAMPLES: Location ▪ Discover new infrastructure being created▪ Predict the likelihood of disruptions at a location Intelligence ▪ Identify when a location’s
use changes▪ Discover where competitors are operating ▪ Optimize trends effecting property value ▪ Predict human behaviors like security events ▪ Support refined site selection ▪ Process Satelliteand Internet of Things
Data Space Energy ▪ Predict equipment failure to inform Maritime preventative maintenance ▪ Discover anomalous shipping behavior Intelligence ▪ Forecast demand for cargo capacity ▪ Predict the capacity of ports for future
operations ▪ Optimize routing and fuel hedging strategy ▪ Characterize adversary maritime assets ➢ Forecast commodity and shipping prices ▪ Identify smuggling or piracy Logistics ➢ Optimize warehouse assortments Media
▪ Analyze sentiment towards brand or product ▪ Analyze sentiment towards U.S. interests Intelligence ▪ Optimize the impact of marketing campaigns ▪ Determine the differences between populations ▪ Identify and shape key
influencers ▪ Identify propaganda and disinformation Federal Retail ▪ Predict the credit risk of individuals Civilian 15
Case Study: U.S. Intelligence Agency AI harnessed to ingest and enrich vast
amounts of data to discover, characterize and alert analysts to activities of interest ▪ Real-time global tracking of entities 110+ Years of Labor Costs Saved ▪ Began with Observe and were able to Through Use of BigBear.ai upsell into
Orient and Dominate ▪ Providing insights into patterns of ~4M ~2B life of entities Predictions Photos and Videos Per Day Processed ▪ Provides predictive analytics to alert analysts to changes in usage of facilities 100x or changes in
behaviors of entities More Discoveries than the Last 50 Years of Manual Analysis 16Case Study: U.S. Intelligence Agency AI harnessed to ingest and enrich vast amounts of data to discover, characterize and alert analysts to activities of interest
▪ Real-time global tracking of entities 110+ Years of Labor Costs Saved ▪ Began with Observe and were able to Through Use of BigBear.ai upsell into Orient and Dominate ▪ Providing insights into patterns of ~4M ~2B life of entities
Predictions Photos and Videos Per Day Processed ▪ Provides predictive analytics to alert analysts to changes in usage of facilities 100x or changes in behaviors of entities More Discoveries than the Last 50 Years of Manual Analysis
16
Case Study: Large Public Transportation and Logistics Firm BigBear.ai
provides a SaaS maritime intelligence portal to enhance awareness, safety, efficiency, and competitiveness ▪ Near real-time analysis and modeling of vessel telemetry, 1K Miles Identified Vessels that cargo, weather, events, and commodity
prices Traveled as much as 1K Miles Unnecessarily ▪ Ship behavior anomaly alerts ▪ Automated fleet operation reports with comparisons to competitors 1B 1 Month Telemetry Messages From Customer ▪ Weather impact and port event
forecasting for Analyzed Per Year Engagement to Initial Insights proactive operations decisions ▪ Cost savings and higher sales through improved operational decisions Discovered Previously Unknown ▪ Subscription based SaaS model Customer
Prospects Currently Exclusive to ▪ Upsold after initial period from Observe to Orient Competitors 17
Well Situated Between Competitive Offerings BigBear.ai’s
differentiated platform offers end-to-end integration with a comprehensive suite of products and capabilities to address unmet, critical needs AI for course of action generation and optimization Portability and modularity to fit into existing
enterprises Provides rapid value and promotes horizontal growth Monolithic platforms that Frameworks that lack are difficult and expensive a comprehensive Battlefield tested within complex mission environments to integrate given “all or suite
of products and nothing” approach capabilities Pluggable platform creates the right product for the right problem End-to-End Flexible but but Rigid Limited Comprehensive & Interoperable 18Well Situated Between Competitive Offerings
BigBear.ai’s differentiated platform offers end-to-end integration with a comprehensive suite of products and capabilities to address unmet, critical needs AI for course of action generation and optimization Portability and modularity to fit
into existing enterprises Provides rapid value and promotes horizontal growth Monolithic platforms that Frameworks that lack are difficult and expensive a comprehensive Battlefield tested within complex mission environments to integrate given
“all or suite of products and nothing” approach capabilities Pluggable platform creates the right product for the right problem End-to-End Flexible but but Rigid Limited Comprehensive & Interoperable 18
GROWTH STRATEGYGROWTH STRATEGY
Multiple Growth Vectors Contracted and near-term opportunities provide
visibility into achieving forecasted growth Opportunities for Inorganic Growth and Horizontal Expansion Expand Presence in Commercial Market ▪Continue to identify and acquire Pursue Near-Term ▪Continue recent momentum strategic M&A
targets Opportunities to penetrate targeted ▪Accelerate growth through industry verticals Execute on ▪Leverage deep relationships and • Maritime opportunities in cyber analytics past performance to immediately • Space and
federal civilian agencies Existing Backlog • Transportation & Logistics pursue identified contracts • Energy ▪Existing contracts provide ▪93% combined historical win • Retail secured growth and position rate •
Infrastructure BigBear.ai for future wins through • Media ▪100% historical recompete win proven performance • Federal Civilian rate ~150 Near-Term ~$500M $310B+ Total 25+ Potential Opportunities Identified (1) Contracted Backlog
Addressable Market M&A Targets Identified Collectively Worth ~$4.5B (1) MarketsAndMarkets, Inc., May, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 20Multiple Growth Vectors
Contracted and near-term opportunities provide visibility into achieving forecasted growth Opportunities for Inorganic Growth and Horizontal Expansion Expand Presence in Commercial Market ▪Continue to identify and acquire Pursue Near-Term
▪Continue recent momentum strategic M&A targets Opportunities to penetrate targeted ▪Accelerate growth through industry verticals Execute on ▪Leverage deep relationships and • Maritime opportunities in cyber analytics
past performance to immediately • Space and federal civilian agencies Existing Backlog • Transportation & Logistics pursue identified contracts • Energy ▪Existing contracts provide ▪93% combined historical win
• Retail secured growth and position rate • Infrastructure BigBear.ai for future wins through • Media ▪100% historical recompete win proven performance • Federal Civilian rate ~150 Near-Term ~$500M $310B+ Total 25+
Potential Opportunities Identified (1) Contracted Backlog Addressable Market M&A Targets Identified Collectively Worth ~$4.5B (1) MarketsAndMarkets, Inc., May, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial
information with respect to BigBear.ai. 20
Commercial Go-To-Market Overview & Strategy Targeted go-to-market
strategy is driving momentum with new and existing customers STRATEGIC INITIATIVES • Onboarding space, transportation, and energy sales teams in Q3 2021E • Actively building channel strategy for space, transportation, and infrastructure
markets • Planning investments to enhance upselling and cross-selling opportunities Marketing • Expanding into healthcare, financials, and insurance by end of 2022E (1) 10 Team Members • Leveraging 16 existing partners in the
channel strategy Incentives & Technical Training Discounts & Sales Enablement Technical Sales 1 2 Enablement CHANNEL (1) 35 Team Members PARTNER 5 PROGRAM 3 Deal Services Registration Operationalize 4 Technology Marketing Sales (1) Assets 70
Team Members (1) Estimated team size by 2025. 21Commercial Go-To-Market Overview & Strategy Targeted go-to-market strategy is driving momentum with new and existing customers STRATEGIC INITIATIVES • Onboarding space, transportation, and
energy sales teams in Q3 2021E • Actively building channel strategy for space, transportation, and infrastructure markets • Planning investments to enhance upselling and cross-selling opportunities Marketing • Expanding into
healthcare, financials, and insurance by end of 2022E (1) 10 Team Members • Leveraging 16 existing partners in the channel strategy Incentives & Technical Training Discounts & Sales Enablement Technical Sales 1 2 Enablement CHANNEL (1)
35 Team Members PARTNER 5 PROGRAM 3 Deal Services Registration Operationalize 4 Technology Marketing Sales (1) Assets 70 Team Members (1) Estimated team size by 2025. 21
Recent Wins Highlight Growing Momentum Significant recent wins support
confidence in 2021E and 2022E revenue projections ▪ Recent notable wins account for over $150M+ in total contract value and include: $150M+ Total Contract Value of • Landmark business analytics contract projected to generate $140M+ in
revenue through 2025 Recent Contract Wins • Contract that advances long-standing relationship with the US Army’s Directorate of Operations • Awarded one of the first contracts from the Air Force Research Lab to support next
generation automation of battlefield decision making 100% ▪ BigBear.ai entered the second phase of its contract with its largest maritime commercial Recompete Win Rate customer and is preparing for the third phase of the contract ▪
BigBear.ai has secured two commercial space partnerships, including: ▪ Multi-year agreement with Virgin Orbit to deploy AI-powered solutions to address and enhance Virgin Orbit’s next generation space solutions ~16x Near-term Pipeline
▪ Joint development agreement with Redwire to establish a space cyber range capability Opportunities of 2022E Revenue ▪ BigBear.ai has begun working with UAV Factory to develop AI / ML capabilities for unmanned systems for commercial and
defense end markets 22Recent Wins Highlight Growing Momentum Significant recent wins support confidence in 2021E and 2022E revenue projections ▪ Recent notable wins account for over $150M+ in total contract value and include: $150M+ Total
Contract Value of • Landmark business analytics contract projected to generate $140M+ in revenue through 2025 Recent Contract Wins • Contract that advances long-standing relationship with the US Army’s Directorate of Operations
• Awarded one of the first contracts from the Air Force Research Lab to support next generation automation of battlefield decision making 100% ▪ BigBear.ai entered the second phase of its contract with its largest maritime commercial
Recompete Win Rate customer and is preparing for the third phase of the contract ▪ BigBear.ai has secured two commercial space partnerships, including: ▪ Multi-year agreement with Virgin Orbit to deploy AI-powered solutions to address
and enhance Virgin Orbit’s next generation space solutions ~16x Near-term Pipeline ▪ Joint development agreement with Redwire to establish a space cyber range capability Opportunities of 2022E Revenue ▪ BigBear.ai has begun working
with UAV Factory to develop AI / ML capabilities for unmanned systems for commercial and defense end markets 22
New Strategic Partnership: Virgin Orbit BigBear.ai has entered into a
transformational strategic partnership to solve four complex problems: $350B Size of the Global (1) Economy Today ▪ Process data from every launch to generate interpretable insights in support of effort to reduce time from request to launch to
<24 hours $1T ▪ Provide predictive analytics to inform constellation positioning and Estimated Size of the (1) Global Economy in 2040 optimize the ability for sensors to collect revenue-generating data ▪ Conduct AI-driven
vulnerability testing to ensure constellations are Accelerated ROI resilient to cyber attacks against firmware and communications Leveraging AI to Optimize Satellite Targeting Will Allow Customers to Deliver Value Faster than Competitors ▪
Employ AI to optimize manufacturing operations and reduce Virgin’s production costs per satellite 99.9% ▪ Relationship provides several synergistic benefits and guarantees a Potential Reduction in per Satellite right to win in the
quickly growing commercial space market Manufacturing Costs from Process (1)(2) Optimization by 2040 (1) Morgan Stanley Research, July 2020. (2) Calculated using estimated per satellite cost of $500M today and an estimated per satellite cost of
$500K n 2040. 23
New Strategic Partnership: UAV Factory BigBear.ai has entered into a
strategic partnership with the 57 manufacturer and designer of unmanned aerial vehicles to: Number of Countries with UAV Factory Clients ▪ Expand BigBear.ai’sdistribution channels and go-to-market strategy by selling BBAI software as an
add-on to UAV Factory’s core products 3 ▪ Analyze global supply chain using AI, monitoring for potential Different Airframes for Use Across Defense and disruptions and optimizing input purchases Commercial End Markets ▪ Predict UAV
demand to align manufacturing schedules with future sales ~$60B Estimated Size of the Global ▪ Leverage analytics to predict factory equipment failures, reducing Unmanned Aerial Vehicle (1) downtime and improving margins Market in 2026 ▪
Develop software to assist in the integration of new capabilities, such New Channel as object detection and tracking, into existing sensors Partner Sells BBAISoftware as an Add-on to Accelerate the Value of ▪ Partnership Creates potential to
explore the on-demand deployment their Own Product of sensors to collect missing information for BigBear.ai clients (1) MarketsandMarkets™ Research, June 2021. 24New Strategic Partnership: UAV Factory BigBear.ai has entered into a strategic
partnership with the 57 manufacturer and designer of unmanned aerial vehicles to: Number of Countries with UAV Factory Clients ▪ Expand BigBear.ai’sdistribution channels and go-to-market strategy by selling BBAI software as an add-on to
UAV Factory’s core products 3 ▪ Analyze global supply chain using AI, monitoring for potential Different Airframes for Use Across Defense and disruptions and optimizing input purchases Commercial End Markets ▪ Predict UAV demand to
align manufacturing schedules with future sales ~$60B Estimated Size of the Global ▪ Leverage analytics to predict factory equipment failures, reducing Unmanned Aerial Vehicle (1) downtime and improving margins Market in 2026 ▪ Develop
software to assist in the integration of new capabilities, such New Channel as object detection and tracking, into existing sensors Partner Sells BBAISoftware as an Add-on to Accelerate the Value of ▪ Partnership Creates potential to explore
the on-demand deployment their Own Product of sensors to collect missing information for BigBear.ai clients (1) MarketsandMarkets™ Research, June 2021. 24
Proven Land and Expand Strategy We have demonstrated an ability to
accelerate growth in our customer relationships as we release products QUADRUPLED REVENUE IN: YEAR 0 TODAY $10M $40M Revenue Revenue 7 Army Years ▪ History of getting a single 6,000 51,000 foothold with a customer Platform Users Platform Users
and expanding as they learn our full value $5M $26M Intelligence Revenue Revenue ▪ Revenue and platform <5 product growth is Years Community 15,000 100,000 accelerating with each Platform Users Platform Users product created $25K $2M
Maritime Revenue Revenue <1 Year Logistics Observe Observe, Orient Product Products Note: All figures approximate to protect confidential customer data. 25Proven Land and Expand Strategy We have demonstrated an ability to accelerate growth in our
customer relationships as we release products QUADRUPLED REVENUE IN: YEAR 0 TODAY $10M $40M Revenue Revenue 7 Army Years ▪ History of getting a single 6,000 51,000 foothold with a customer Platform Users Platform Users and expanding as they
learn our full value $5M $26M Intelligence Revenue Revenue ▪ Revenue and platform <5 product growth is Years Community 15,000 100,000 accelerating with each Platform Users Platform Users product created $25K $2M Maritime Revenue Revenue
<1 Year Logistics Observe Observe, Orient Product Products Note: All figures approximate to protect confidential customer data. 25
Strategic M&A Can Accelerate BigBear.ai’s Momentum ACTIONABLE
PIPELINE M&A PHILOSOPHY Pursue additive Technology to 25+ Potential Targets Identified enhance Cross-Sell Opportunities AI / ML Focus Comprises ~50% Target Adjacent Markets to of Targets Accelerate Customer Penetration $385M+ Combined Revenue
Broaden Use Cases & Categories HISTORY OF SUCCESSFUL M&A Experienced Management Team with Proven M&A Track Record Pursuit of Synergistic Cultures Facilitates Integration History of Opportunity Alignment and Expansion 26Strategic M&A
Can Accelerate BigBear.ai’s Momentum ACTIONABLE PIPELINE M&A PHILOSOPHY Pursue additive Technology to 25+ Potential Targets Identified enhance Cross-Sell Opportunities AI / ML Focus Comprises ~50% Target Adjacent Markets to of Targets
Accelerate Customer Penetration $385M+ Combined Revenue Broaden Use Cases & Categories HISTORY OF SUCCESSFUL M&A Experienced Management Team with Proven M&A Track Record Pursuit of Synergistic Cultures Facilitates Integration History of
Opportunity Alignment and Expansion 26
FINANCIAL HIGHLIGHTSFINANCIAL HIGHLIGHTS
BigBear.ai is Established, Flexible, and Scalable 2022E 2025E Impact Total
40% Revenue $277 $764 CAGR 2022E – 2025E ($M) 75% Analytics Analytics 52% 75% Revenue (%) Revenue (%) by 2025E ~800 bps Adj. EBITDA Adj. EBITDA 13% 21% Margin (%) Margin Expansion by 2025E Refer to Safe Harbor on slides 2 and 3 regarding
projected financial information with respect to BigBear.ai. 28BigBear.ai is Established, Flexible, and Scalable 2022E 2025E Impact Total 40% Revenue $277 $764 CAGR 2022E – 2025E ($M) 75% Analytics Analytics 52% 75% Revenue (%) Revenue (%) by
2025E ~800 bps Adj. EBITDA Adj. EBITDA 13% 21% Margin (%) Margin Expansion by 2025E Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 28
Revenue by Type and End Market Revenue mix is anticipated to shift over the
projected period such that Analytics will account for 75% of total revenue in 2025E (1) REVENUE BY SEGMENT FUTURE STATE REVENUE BY END MARKET ($ in millions) $764 Cyber & Engineering (“C&E”) Defense Analytics Commercial $550 35%
$572 $388 2025E $379 $277 65% $235 $173 $145 $139 $84 $57 $192 $170 $153 $133 $88 '16A '20A '21E '22E '23E '24E '25E (1) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. (2) Backlog includes revenue realized in
1H2021A. Note: All historical financial numbers are pro forma for closed acquisitions. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 29Revenue by Type and End Market Revenue mix is
anticipated to shift over the projected period such that Analytics will account for 75% of total revenue in 2025E (1) REVENUE BY SEGMENT FUTURE STATE REVENUE BY END MARKET ($ in millions) $764 Cyber & Engineering (“C&E”) Defense
Analytics Commercial $550 35% $572 $388 2025E $379 $277 65% $235 $173 $145 $139 $84 $57 $192 $170 $153 $133 $88 '16A '20A '21E '22E '23E '24E '25E (1) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. (2) Backlog
includes revenue realized in 1H2021A. Note: All historical financial numbers are pro forma for closed acquisitions. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 29
Gross Profit by Segment (1) Gross profit margin is projected to increase
over the projected period as revenue mix shifts towards Analytics segment and Commercial end markets (1) FUTURE STATE GROSS PROFIT BY SEGMENT 30% 2025E Gross Profit Margin for (1) C&E 12% 71% 2025E Gross Profit Margin for (1) Analytics 2025E 88%
(1) C&E (1) Analytics (1) Refer to Safe Harbor on slides 2 and 3 regarding Segment Gross Profit and Gross Profit Margin reporting. Note: All historical financial numbers are pro forma for closed acquisitions. 30 Refer to Safe Harbor on slides 2
and 3 regarding projected financial information with respect to BigBear.ai.
Cash Flow and Adj. EBITDA Detail BigBear.ai’s profitable and
established operations are projected to generate healthy EBITDA margins and cash flow • Adjusted EBITDA margin expansion is bolstered by the growth in the analytics segment • With a market-tested product in place, BigBear.ai is expected
to continue to realize steady free cash flow growth through 2025E (1) ADJUSTED EBITDA FREE CASH FLOW 21% 19% $159 16% $120 13% $105 $77 8% $62 $43 $36 $23 $13 $13 '21E '22E '23E '24E '25E '21E '22E '23E '24E '25E (1) Calculated using the midpoint of
the 2021E Projected EBITDA of $12.5M to $13.5M. Note: All historical financial numbers are pro forma for closed acquisitions. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 31Cash Flow
and Adj. EBITDA Detail BigBear.ai’s profitable and established operations are projected to generate healthy EBITDA margins and cash flow • Adjusted EBITDA margin expansion is bolstered by the growth in the analytics segment • With
a market-tested product in place, BigBear.ai is expected to continue to realize steady free cash flow growth through 2025E (1) ADJUSTED EBITDA FREE CASH FLOW 21% 19% $159 16% $120 13% $105 $77 8% $62 $43 $36 $23 $13 $13 '21E '22E '23E '24E '25E '21E
'22E '23E '24E '25E (1) Calculated using the midpoint of the 2021E Projected EBITDA of $12.5M to $13.5M. Note: All historical financial numbers are pro forma for closed acquisitions. Refer to Safe Harbor on slides 2 and 3 regarding projected
financial information with respect to BigBear.ai. 31
Summary Financials – 1H2021A and Full Year Outlook Continued growth
throughout 2021E despite COVID-related contracting delays (1) Summary Financials Full Year Outlook ($ in millions) ▪ COVID-related delays for select government awards transferred revenue from 1H2021 to 2H2021, as contracts 1H2021A 2H2021E
FY2021E were awarded ~6 months later than originally projected Revenues $72 $101 $173 • Impact: 5-year revenue profile is pushed six months Cost of Revenues $52 $72 $124 into future (the six-month delay in 2021 extends revenue six months
further into 1H2026) Gross Profit (Adjusted) $24 $35 $59 ▪ BigBear.ai remains confident in 2H2021E and 2022E Gross Profit (GAAP) $20 $29 $49 projections despite modest timing differences in the Operating Expenses: realization of revenues
General, Administrative, and $16 $18 $33 ▪ Key contract wins since the close of 2Q2021 further contribute (2) Fringe to BigBear.ai’s confidence in the revised projections and Sales and Marketing $1 $5 $5 include: Research &
Development $3 $8 $10 • Three major contract awards, adding $150M+to backlog Unadjusted EBITDA ($0) $1 $1 Adjusted EBITDA $3 $10 $13• Transformational Commercial agreements, expected to generate $6Min Annual Recurring Revenue (1) All
financials are as reported in GigCapital4,Inc.’s Schedule 14A filed September 17, 2021. (2) Excludes depreciation, amortization to reconcile to adjusted and unadjusted EBITDA. 32 Refer to Safe Harbor on slides 2 and 3 regarding projected
financial information with respect to BigBear.ai.Summary Financials – 1H2021A and Full Year Outlook Continued growth throughout 2021E despite COVID-related contracting delays (1) Summary Financials Full Year Outlook ($ in millions) ▪
COVID-related delays for select government awards transferred revenue from 1H2021 to 2H2021, as contracts 1H2021A 2H2021E FY2021E were awarded ~6 months later than originally projected Revenues $72 $101 $173 • Impact: 5-year revenue profile is
pushed six months Cost of Revenues $52 $72 $124 into future (the six-month delay in 2021 extends revenue six months further into 1H2026) Gross Profit (Adjusted) $24 $35 $59 ▪ BigBear.ai remains confident in 2H2021E and 2022E Gross Profit
(GAAP) $20 $29 $49 projections despite modest timing differences in the Operating Expenses: realization of revenues General, Administrative, and $16 $18 $33 ▪ Key contract wins since the close of 2Q2021 further contribute (2) Fringe to
BigBear.ai’s confidence in the revised projections and Sales and Marketing $1 $5 $5 include: Research & Development $3 $8 $10 • Three major contract awards, adding $150M+to backlog Unadjusted EBITDA ($0) $1 $1 Adjusted EBITDA $3 $10
$13• Transformational Commercial agreements, expected to generate $6Min Annual Recurring Revenue (1) All financials are as reported in GigCapital4,Inc.’s Schedule 14A filed September 17, 2021. (2) Excludes depreciation, amortization to
reconcile to adjusted and unadjusted EBITDA. 32 Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai.
Summary Financials – 1H2021A to 2021E (1)(2) Revenue Bridge $200
Indicates Range $180 for Revenue $48 $185 $160 Guidance $23 $160 $140 $120 $65 $100 $80 $60 $72 $40 $20 $0 Revenue from Contracts Projected Revenue from Project Revenue from 2021E Revenue Awarded in 1H2021A Existing Contracts (Backlog) Expected
Contracts (Pipeline) ▪ COVID-related delays in the government contracting process delayed revenue from some pipeline opportunities in 1H2021A, impacting 1H2021A revenue ▪ New opportunities in pipeline will replace some revenue that has
moved from 2021E to 2022E ▪ Recent contract wins contribute to confidence in 2021E projections (1) Calculated using the bottom of the 2021E Projected Revenue range of $160M to $185M. (2) All financials are as reported in
GigCapital4,Inc.’s Schedule 14A filed September 17, 2021. 33 Refer to Safe Harbor on cover regarding financial information. Summary Financials – 1H2021A to 2021E (1)(2) Revenue Bridge $200 Indicates Range $180 for Revenue $48 $185 $160
Guidance $23 $160 $140 $120 $65 $100 $80 $60 $72 $40 $20 $0 Revenue from Contracts Projected Revenue from Project Revenue from 2021E Revenue Awarded in 1H2021A Existing Contracts (Backlog) Expected Contracts (Pipeline) ▪ COVID-related delays
in the government contracting process delayed revenue from some pipeline opportunities in 1H2021A, impacting 1H2021A revenue ▪ New opportunities in pipeline will replace some revenue that has moved from 2021E to 2022E ▪ Recent contract
wins contribute to confidence in 2021E projections (1) Calculated using the bottom of the 2021E Projected Revenue range of $160M to $185M. (2) All financials are as reported in GigCapital4,Inc.’s Schedule 14A filed September 17, 2021. 33 Refer
to Safe Harbor on cover regarding financial information.
Summary Financials – 2022E Revenue Bridge $300 $79 $250 $15 $200 $26
$157 $150 $277 $100 $50 $0 2022E Backlog 4Q2021 Anticipated Weighted Pipeline 2022E Revenue (as of 9/15/21) Expected Awards Commercial Contracts ▪ BigBear.ai remains confident in 2022E Revenue projections; including contracts BigBear.ai
expects to be awarded in 4Q2021, ~66% of 2022E Revenue currently in backlog (1) ▪ Pipeline includes ~140 Opportunities with a total revenue opportunity of $386M ▪ Multiple ongoing partnership negotiations with commercial customers
ranging in size from ~$500K to ~$5M ARR (1) Represents total unfactored revenue for all pipeline opportunities. 34 Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai.
VALUATION OVERVIEW & TRANSACTION SUMMARYVALUATION OVERVIEW &
TRANSACTION SUMMARY
Peer Group BigBear.ai’s capabilities position it as a powerful force
in the data / analytics infrastructure peer set SELECTED PEERS DATA / ANALYTICS INFRASTRUCTURE COMPARABLES ▪ Operate in the same industry with complementary end markets ▪ Commercial and government exposure ▪ Valued on revenue
multiples Rationale ▪ Focused on a fast-growing, early-stage market ▪ New entrants centered around disruptive innovation ▪ Telos and Palantir are software companies with high exposure to government and significant services
capabilities ’20A – ’21E Revenue Growth 34.2% 2021E EBITDA Margin 1.1% ’21E – ’22E Revenue Growth 31.3% 2022E EBITDA Margin 5.0% Metrics (Median) 2021E Gross Margin 76.5% EV / 2021E Revenue 22.9x 2022E Gross
Margin 76.7% EV / 2022E Revenue 16.0x Note: All historical financial numbers are pro forma for closed acquisitions. Source: CapIQ and FactSet; Market data as of August 31, 2021. 36Peer Group BigBear.ai’s capabilities position it as a powerful
force in the data / analytics infrastructure peer set SELECTED PEERS DATA / ANALYTICS INFRASTRUCTURE COMPARABLES ▪ Operate in the same industry with complementary end markets ▪ Commercial and government exposure ▪ Valued on revenue
multiples Rationale ▪ Focused on a fast-growing, early-stage market ▪ New entrants centered around disruptive innovation ▪ Telos and Palantir are software companies with high exposure to government and significant services
capabilities ’20A – ’21E Revenue Growth 34.2% 2021E EBITDA Margin 1.1% ’21E – ’22E Revenue Growth 31.3% 2022E EBITDA Margin 5.0% Metrics (Median) 2021E Gross Margin 76.5% EV / 2021E Revenue 22.9x 2022E Gross
Margin 76.7% EV / 2022E Revenue 16.0x Note: All historical financial numbers are pro forma for closed acquisitions. Source: CapIQ and FactSet; Market data as of August 31, 2021. 36
Benchmarking Operational benchmarking – revenue growth and gross
margin profiles Peer Average: 38.6% 87.5% Peer Median: 31.4% (1) 65.3% 60.6% Total 42.5% Revenue 39.0% 36.9% 34.1% 28.6% 27.8% 25.2% Growth MEDIAN ’22E 19.7% 18.4% (FY’21E – ’25E FY’22E) Peer Average: 73.7% 91.1% Peer
Median: 76.8% 80.6% 77.6% 77.1% 76.8% 69.0% 76.7% 73.7% 72.8% 70.6% MEDIAN 58.5% Analytics 41.2% Gross ’25E Margin ’22E (2) (FY’22E) (1) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. (2) Refer to
Safe Harbor on slides 2 and 3 regarding Segment Gross Profit and Gross Profit Margin reporting. Source: CapIQ and FactSet; Market data as of August 31, 2021. 37 Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with
respect to BigBear.ai.Benchmarking Operational benchmarking – revenue growth and gross margin profiles Peer Average: 38.6% 87.5% Peer Median: 31.4% (1) 65.3% 60.6% Total 42.5% Revenue 39.0% 36.9% 34.1% 28.6% 27.8% 25.2% Growth MEDIAN
’22E 19.7% 18.4% (FY’21E – ’25E FY’22E) Peer Average: 73.7% 91.1% Peer Median: 76.8% 80.6% 77.6% 77.1% 76.8% 69.0% 76.7% 73.7% 72.8% 70.6% MEDIAN 58.5% Analytics 41.2% Gross ’25E Margin ’22E (2)
(FY’22E) (1) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. (2) Refer to Safe Harbor on slides 2 and 3 regarding Segment Gross Profit and Gross Profit Margin reporting. Source: CapIQ and FactSet; Market data as
of August 31, 2021. 37 Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai.
Benchmarking (cont’d) Peer group profitability and Rule of 40
benchmarking Peer Average: 3.3% Peer Median: 3.4% 27.3% 20.8% 16.7% 14.9% 13.0% 6.0% 5.0% Adj. 1.7% n.m. ’25E MEDIAN ’22E EBITDA (2.6%) (3.8%) Margin (FY’22E) (32.7%) Peer Average: 38.5% Peer Median: 34.2% 73.2% 65.4% 61.2% 59.8%
50.3% Rule of 40 42.6% 36.1% 30.4% 32.2% 30.9% Analysis MEDIAN ’25E 24.3% ’22E (FY’22E) 4.1% Source: CapIQ and FactSet; Market data as of August 31, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial
information with respect to BigBear.ai. 38Benchmarking (cont’d) Peer group profitability and Rule of 40 benchmarking Peer Average: 3.3% Peer Median: 3.4% 27.3% 20.8% 16.7% 14.9% 13.0% 6.0% 5.0% Adj. 1.7% n.m. ’25E MEDIAN ’22E
EBITDA (2.6%) (3.8%) Margin (FY’22E) (32.7%) Peer Average: 38.5% Peer Median: 34.2% 73.2% 65.4% 61.2% 59.8% 50.3% Rule of 40 42.6% 36.1% 30.4% 32.2% 30.9% Analysis MEDIAN ’25E 24.3% ’22E (FY’22E) 4.1% Source: CapIQ and
FactSet; Market data as of August 31, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 38
Benchmarking (cont’d) Peer group valuation benchmarking 47.4x Peer
Average: 20.5x Peer Median: 16.0x 36.7x 32.1x EV / Revenue 20.0x (FY’22E) 17.1x 14.9x MEDIAN 14.1x 8.4x 8.6x 5.4x 5.6x Source: CapIQ and FactSet; Market data as of August 31, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected
financial information with respect to BigBear.ai. 39Benchmarking (cont’d) Peer group valuation benchmarking 47.4x Peer Average: 20.5x Peer Median: 16.0x 36.7x 32.1x EV / Revenue 20.0x (FY’22E) 17.1x 14.9x MEDIAN 14.1x 8.4x 8.6x 5.4x 5.6x
Source: CapIQ and FactSet; Market data as of August 31, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 39
Benchmarking (cont’d) BigBear.ai is priced with significant upside
potential TRANSACTION PEER (1) VALUE VALUATION Summary of Approach $5,957 ▪ Peer valuation applies range of $5,233 multiples to BigBear.ai’s 2021E and $5,402 2022E management forecasted revenue $4,888 to arrive at an implied enterprise
value ▪ The applied range was determined by a 2-turn range around the peer mean EV / Revenue multiple of the Data / Analytics ~69% ~72% Infrastructure peers $1,565 Discountto 2021E Discountto 2022E peer average peer average▪ 2021E and
2022E projected financials- based valuation is a reasonable approach given BigBear.ai’s high degree of visibility to future revenue from large, long-term contracts Pro Forma EV 2021E Revenue at 2022E Revenue at 28.3x to 30.3x Multiple 19.5x to
21.5x Multiple (1) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. Source: CapIQ and FactSet; Market data as of August 31, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with
respect to BigBear.ai. 40Benchmarking (cont’d) BigBear.ai is priced with significant upside potential TRANSACTION PEER (1) VALUE VALUATION Summary of Approach $5,957 ▪ Peer valuation applies range of $5,233 multiples to
BigBear.ai’s 2021E and $5,402 2022E management forecasted revenue $4,888 to arrive at an implied enterprise value ▪ The applied range was determined by a 2-turn range around the peer mean EV / Revenue multiple of the Data / Analytics
~69% ~72% Infrastructure peers $1,565 Discountto 2021E Discountto 2022E peer average peer average▪ 2021E and 2022E projected financials- based valuation is a reasonable approach given BigBear.ai’s high degree of visibility to future
revenue from large, long-term contracts Pro Forma EV 2021E Revenue at 2022E Revenue at 28.3x to 30.3x Multiple 19.5x to 21.5x Multiple (1) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. Source: CapIQ and FactSet;
Market data as of August 31, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 40
Overview of GigCapital4, Inc. OVERVIEW GIGCAPITAL4 LEADERSHIP TEAM •
GigCapital4, Inc. (NASDAQ: GIG) is a $358.8M publicly traded Special Purpose (1) Acquisition Company (“SPAC”) ▪ Executive Chairman and Founding Managing Partner of GigCapital Global and all its entities, including GigCapital4
• GigCapital4’s IPO was completed in February 2021 ▪ Founder, COB, CEO GigOptix / GigPeak (NYSE: GIG) • Led by a proven management team of experienced entrepreneurs and executives ▪ Serial entrepreneur and angel
investor with 30+ years of ▪ Deep public company management and board experience experience in the technology sector ▪ Extensive global network of TMT business professionals and investors Dr. Avi Katz EXECUTIVE CHAIRMAN ▪ Proven
experience with M&A, strategy and technology ▪ Board of Directors Member and Founding Managing (2) Track Record of Successful SPACTransactions Partner of GigCapital Global, CEO, President of GigCapital4 ▪ Previously General Manager /
Vice President at Integrated Device Technology (IDT), which was acquired by Renesas Electronics Corp. IPO (NYSE: GIG) IPO (NYSE:GIX) IPO (NYSE:GIK) IPO (NASDAQ:GIG) ▪ COO of GigPeak, led the transfer and integration of Dr. Raluca Dinu the team
from GigPeak into IDT post the acquisition DEC 2017 | NOV 2019 JUN 2019 |JUN 2021 MAY 2020 |MAY 2021 FEB 2021| 2H 2021 of GigPeak by IDT in 2017 CEO, PRESIDENT & BOD MEMBER Kaleyra UpHealth / Cloudbreak Lightning eMotors Transaction (NYSE:KLR)
(NYSE: UPH) (NYSE: ZEV) To close 2H 2021 Closed on 11/23/19 Closed on 6/10/21 Closed on 5/7/21 ▪ Board of Directors Member ▪ Previously Partner at KPMG, where he spent 27 years before retiring in 2006 ▪ SEC reviewing partner while
at KPMG ▪ Served on the Board of Directors of Micrel from 2007 to 2015 and GigPeak from 2008 until its sale in 2017 Neil Miotto BOD MEMBER (1) Following transaction close, the combined entity will be listed on the NYSE. 41 (2) Market data as
of August 31, 2021.
(1) Transaction Overview OVERVIEW ▪ BigBear.ai to become publicly
traded company via merger with GigCapital4 USE OF PROCEEDS ▪ Fueling commercial growth projects, sales and marketing expansion, research and development to accelerate product offerings, and inorganic growth through accretive M&A
TRANSACTION FINANCING ▪ Existing stockholders are expected to receive ~73% of the pro forma equity ▪ $359M cash held in trust ▪ $200M convertible note ▪ $326M of cash to balance sheet expected at closing (net of transaction
fees and expenses, repayment of BigBear.ai indebtedness, and secondary proceeds) (1) Dollar figures and percentages rounded for presentation. 42(1) Transaction Overview OVERVIEW ▪ BigBear.ai to become publicly traded company via merger with
GigCapital4 USE OF PROCEEDS ▪ Fueling commercial growth projects, sales and marketing expansion, research and development to accelerate product offerings, and inorganic growth through accretive M&A TRANSACTION FINANCING ▪ Existing
stockholders are expected to receive ~73% of the pro forma equity ▪ $359M cash held in trust ▪ $200M convertible note ▪ $326M of cash to balance sheet expected at closing (net of transaction fees and expenses, repayment of
BigBear.ai indebtedness, and secondary proceeds) (1) Dollar figures and percentages rounded for presentation. 42
(1) PRO FORMA VALUATION Transaction Detail $ IN MILLIONS Share Price $10.00
TRANSACTION HIGHLIGHTS Shares Outstanding (M) 169.7 Equity Value $1,697 ▪ PF Enterprise Value of $1,565M, implying an EV / FY2022E revenue multiple of 5.6x (3) Less: Net Cash (132) ▪ Current BigBear.ai stockholders to retain ~73% of pro
forma equity Enterprise Value $1,565 (4) EV / 2021E Revenue 9.1x ▪ Raised $200M convertible note EV / 2022E Revenue 5.6x ▪ 100% of BigBear.ai’s existing debt of $109M will be paid down in transaction ILLUSTRATIVE SOURCES & USES
$ IN MILLIONS ▪ Transaction expected to be completed in Q4 2021 Sources $ % Seller Equity Roll-Over $1,237 68.9% (2) PRO FORMA BASIC OWNERSHIP % Cash in Trust 359 20.0% (5) Founders / Insiders Convertible Note Proceeds 200 11.1% 5.9% Total
Sources $1,796 100.0% GigCapital4 IPO Investors Uses $ % 21.1% Seller Equity Roll-Over $1,237 68.9% Cash to Sellers 75 4.2% Existing Cash to Balance Sheet 326 18.2% Shareholders Pay Down Debt 110 6.1% 72.9% (6) Estimated Fees & Expenses 48 2.7%
Total Uses $1,796 100.0% (1) Dollar figures and percentages rounded for presentation. (2) Founders / Insiders includes Founder Shares and Private Placement Units issued to sponsor and underwriter. (3) Existing BigBear.ai cash of ~$9M, cash in trust
of ~$359M, cash from convertible note of $200M, less fees of ~$48M, existing debt of ~$110M, secondary of $75M, and convertible debt of $200M. (4) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. (5) $200M convertible
note bearing a coupon of 6.0% and a conversion price of $11.50. Mandatory conversion: after August 15, 2022if share price exceeds 130% of the conversion price for 20 of 30 consecutive trading days. (6) Subject to change. Refer to Safe Harbor on
slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 43(1) PRO FORMA VALUATION Transaction Detail $ IN MILLIONS Share Price $10.00 TRANSACTION HIGHLIGHTS Shares Outstanding (M) 169.7 Equity Value $1,697 ▪ PF
Enterprise Value of $1,565M, implying an EV / FY2022E revenue multiple of 5.6x (3) Less: Net Cash (132) ▪ Current BigBear.ai stockholders to retain ~73% of pro forma equity Enterprise Value $1,565 (4) EV / 2021E Revenue 9.1x ▪ Raised
$200M convertible note EV / 2022E Revenue 5.6x ▪ 100% of BigBear.ai’s existing debt of $109M will be paid down in transaction ILLUSTRATIVE SOURCES & USES $ IN MILLIONS ▪ Transaction expected to be completed in Q4 2021 Sources $
% Seller Equity Roll-Over $1,237 68.9% (2) PRO FORMA BASIC OWNERSHIP % Cash in Trust 359 20.0% (5) Founders / Insiders Convertible Note Proceeds 200 11.1% 5.9% Total Sources $1,796 100.0% GigCapital4 IPO Investors Uses $ % 21.1% Seller Equity
Roll-Over $1,237 68.9% Cash to Sellers 75 4.2% Existing Cash to Balance Sheet 326 18.2% Shareholders Pay Down Debt 110 6.1% 72.9% (6) Estimated Fees & Expenses 48 2.7% Total Uses $1,796 100.0% (1) Dollar figures and percentages rounded for
presentation. (2) Founders / Insiders includes Founder Shares and Private Placement Units issued to sponsor and underwriter. (3) Existing BigBear.ai cash of ~$9M, cash in trust of ~$359M, cash from convertible note of $200M, less fees of ~$48M,
existing debt of ~$110M, secondary of $75M, and convertible debt of $200M. (4) Calculated using the midpoint of the 2021E Projected Revenue of $160M to $185M. (5) $200M convertible note bearing a coupon of 6.0% and a conversion price of $11.50.
Mandatory conversion: after August 15, 2022if share price exceeds 130% of the conversion price for 20 of 30 consecutive trading days. (6) Subject to change. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with
respect to BigBear.ai. 43
Questions and AnswersQuestions and Answers
APPENDIXAPPENDIX
Summary Financials (1)(2)(3) Fiscal Year Ended December 31, ($ in millions)
2018 2019 2020 2021 2022 2023 2024 2025 (4) Cyber & Engineering $49 $74 $75 $90 $133 $153 $170 $192 (4) Analytics 39 48 64 83 145 235 379 572 Revenue $88 $122 $139 $173 $277 $388 $550 $764 Growth 26% 38% 14% 24% 61% 40% 42% 39% (4) Cyber &
Engineering Gross Profit $17 $20 $38 $46 $52 $59 (4) Analytics Gross Profit 29 39 90 155 260 412 Adjusted Gross Profit $46 $59 $128 $201 $312 $471 Cyber & Engineering Adjusted Gross Margin 22% 22% 28% 30% 31% 31% Analytics Adjusted Gross Margin
46% 47% 62% 66% 69% 72% Adjusted Gross Margin 33% 34% 46% 52% 57% 62% (5) (-) Adjustment to C&E Gross Profit ($0) ($2) ($2) ($2) ($2) ($3) (5) (-) Adjustment to Analytics Gross Profit (2) (8) (5) (6) (7) (7) Gross Profit (GAAP) $43 $49 $121 $192
$303 $461 Cyber & Engineering Gross Margin (GAAP) 22% 20% 27% 29% 29% 30% Analytics Gross Margin (GAAP) 42% 38% 59% 63% 67% 71% Gross Margin (GAAP) 31% 29% 43% 50% 55% 60% (6) (-) General & Administrative and Fringe ($32) ($33) ($39) ($52)
($67) ($91) (-) Sales and Marketing (1) (5) (10) (28) (53) (92) (-) R&D (1) (10) (35) (50) (77) (118) (7) $9 $1 $36 $62 $105 $159 Unadjusted EBITDA Unadjusted EBITDA Margin 6% 0% 13% 16% 19% 21% (8) $21 $13 $36 $62 $105 $159 Adjusted EBITDA
Adjusted EBITDA Margin 15% 8% 13% 16% 19% 21% (9) $12 $13 $23 $43 $77 $120 Free Cash Flow (1) Historical Financials, except 2020, are unaudited. (2) All historical financial numbers are pro forma for closed acquisitions. (3) Refer to Safe Harbor on
cover regarding financial information. (4) Refer to Safe Harbor regarding Segment Reporting. (5) Adjustments to Segment Gross Profit includes certain General & Administrative, Fringe and R&D costs. (6) Includes unallowable, overhead and
other income (expenses). Excludes depreciation and amortization. (7) Unadjusted EBITDA for 2021E does not include acceleration of existing MEP, LTIP grant, or Commercial President equity grant. (8) Adjusted to exclude transaction fees and other
non-recurring costs. 46 (9) Calculated by subtracting Capital Expenditures and Increases in New Working Capital from Adjusted EBITDA.Summary Financials (1)(2)(3) Fiscal Year Ended December 31, ($ in millions) 2018 2019 2020 2021 2022 2023 2024 2025
(4) Cyber & Engineering $49 $74 $75 $90 $133 $153 $170 $192 (4) Analytics 39 48 64 83 145 235 379 572 Revenue $88 $122 $139 $173 $277 $388 $550 $764 Growth 26% 38% 14% 24% 61% 40% 42% 39% (4) Cyber & Engineering Gross Profit $17 $20 $38 $46
$52 $59 (4) Analytics Gross Profit 29 39 90 155 260 412 Adjusted Gross Profit $46 $59 $128 $201 $312 $471 Cyber & Engineering Adjusted Gross Margin 22% 22% 28% 30% 31% 31% Analytics Adjusted Gross Margin 46% 47% 62% 66% 69% 72% Adjusted Gross
Margin 33% 34% 46% 52% 57% 62% (5) (-) Adjustment to C&E Gross Profit ($0) ($2) ($2) ($2) ($2) ($3) (5) (-) Adjustment to Analytics Gross Profit (2) (8) (5) (6) (7) (7) Gross Profit (GAAP) $43 $49 $121 $192 $303 $461 Cyber & Engineering
Gross Margin (GAAP) 22% 20% 27% 29% 29% 30% Analytics Gross Margin (GAAP) 42% 38% 59% 63% 67% 71% Gross Margin (GAAP) 31% 29% 43% 50% 55% 60% (6) (-) General & Administrative and Fringe ($32) ($33) ($39) ($52) ($67) ($91) (-) Sales and Marketing
(1) (5) (10) (28) (53) (92) (-) R&D (1) (10) (35) (50) (77) (118) (7) $9 $1 $36 $62 $105 $159 Unadjusted EBITDA Unadjusted EBITDA Margin 6% 0% 13% 16% 19% 21% (8) $21 $13 $36 $62 $105 $159 Adjusted EBITDA Adjusted EBITDA Margin 15% 8% 13% 16%
19% 21% (9) $12 $13 $23 $43 $77 $120 Free Cash Flow (1) Historical Financials, except 2020, are unaudited. (2) All historical financial numbers are pro forma for closed acquisitions. (3) Refer to Safe Harbor on cover regarding financial information.
(4) Refer to Safe Harbor regarding Segment Reporting. (5) Adjustments to Segment Gross Profit includes certain General & Administrative, Fringe and R&D costs. (6) Includes unallowable, overhead and other income (expenses). Excludes
depreciation and amortization. (7) Unadjusted EBITDA for 2021E does not include acceleration of existing MEP, LTIP grant, or Commercial President equity grant. (8) Adjusted to exclude transaction fees and other non-recurring costs. 46 (9) Calculated
by subtracting Capital Expenditures and Increases in New Working Capital from Adjusted EBITDA.
DATA-DRIVEN DECISION DOMINANCE Thank You © 2021 BigBear.ai. All rights
reserved | BigBear.ai Proprietary.DATA-DRIVEN DECISION DOMINANCE Thank You © 2021 BigBear.ai. All rights reserved | BigBear.ai Proprietary.
GigCapital4 (NASDAQ:GIG)
Historical Stock Chart
From Mar 2024 to Apr 2024
GigCapital4 (NASDAQ:GIG)
Historical Stock Chart
From Apr 2023 to Apr 2024
