BBAI BigBear ai Holdings Inc

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Basis of Presentation

We prepared these accompanying unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. Amounts presented within the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars unless stated otherwise, except for percentages, units, shares, per unit, and per share amounts.

In the opinion of management, these consolidated financial statements reflect all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations, financial condition, and cash flows for the interim periods presented. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our consolidated financial statements include, but are not limited to, accounting for revenue and cost recognition; evaluation of goodwill; intangible assets; and other assets for impairment; income taxes; equity-based compensation; fair value measurements; and contingencies. We eliminate intercompany balances and transactions in consolidation.

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or future periods. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.

As of December 31, 2022, the Company had two operating and reportable segments that were organized by sector: Cyber & Engineering and Analytics. During the first quarter of 2023, the Company reevaluated its operating and reportable segments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280 - Segment Reporting, following an organizational and legal entity restructuring, which allowed the Company to align its operations with how the business will be managed. As a result of such changes, the performance of the Company’s operations are evaluated by the CODM using the consolidated financial results of the Company. As a result of this reevaluation, effective for the first quarter of fiscal year 2023, the Company determined it that it manages its operations as a single operating and reportable segment.

The single reportable segment is consistent with information used by the CODM to assess performance, make operating decisions, and allocate resources. The Company evaluates the operating performance of its one segment based upon information included in management reports.

Accounts Receivable

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The Company generally records a receivable when revenue is recognized as the timing of revenue recognition may differ from the timing of payment from customers. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 60 days. The Company's accounts receivables do not bear interest, and they are recorded at the invoiced amount less an estimated allowance for expected credit losses. In addition to estimating an allowance based on specific identification of certain receivables that have a higher probability of not being paid, the Company also records an estimate for expected credit losses for the remaining receivables in the aggregate using a loss-rate method that considers historical bad debts, age of customer receivable balances, and current customer receivable balances. Additionally, the Company considers future reasonable and supportable forecasts of economic conditions to adjust historical loss rate percentages as necessary. Balances are written-off when determined to be uncollectible. The provision for expected credit losses is recorded in selling, general, and administrative expenses in the consolidated statements of operations.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The amendments in ASU 2016-13 require an entity to record an allowance for credit losses for certain financial instruments and financial assets, including accounts receivable, based on expected losses rather than incurred losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The new guidance is effective for the years beginning after December 15, 2022, including interim periods. The Company prospectively adopted ASU 2016-13 as of January 1, 2023. The adoption of ASU 2016-13 did not have a material impact to the Company’s consolidated financial statements or related disclosures.

Upon performing a strategic review of the Company’s capacity and future projections, the Company initiated restructuring actions in the third and fourth quarters of 2022, both of which were completed as of December 31, 2022. The purpose of the restructuring was to better align the organization and cost structure and improve the affordability of products and services. A liability reflecting unpaid employee separation costs of $1,535 is presented on the consolidated balance sheets within other current liabilities as of December 31, 2022.

During the first quarter of 2023, the Company further refined its organizational structure to align with the change in its reportable and operating segments, resulting in additional employee separation costs of $780, net of tax benefits. The Company had completed this restructuring action as of March 31, 2023. A liability reflecting unpaid employee separation costs of $349 is presented on the consolidated balance sheets within other current liabilities as of June 30, 2023.

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The table below presents the activity in restructuring charges for the six months ended June 30, 2023:

As of December 31, 2022															$	1,535
Additions															780
Settlements															(1,966)
As of June 30, 2023															$	349

ProModel Acquisition

On April 7, 2022, the Company’s subsidiary BigBear.ai, LLC acquired 100% of the equity interest in ProModel Corporation (“ProModel Corporation”), a leader in simulation-based predictive and prescriptive analytic software for process improvement enabling organizations to make better decisions, for approximately $16.1 million, subject to certain adjustments. This acquisition complements the Company’s previous acquisition of ProModel’s Government Services business, ProModel Government Solutions Inc. (“ProModel Government Solutions”), which closed on December 21, 2020. The acquisition was funded through a combination of cash on hand and the issuance of 649,976 shares of the Company’s common stock. ProModel Corporation was aligned under the Analytics reportable operating segment prior to the Company’s reevaluation of its operating and reportable segments, effective for the first quarter of fiscal year 2023.

The purchase agreement with the sellers of ProModel Corporation also stipulates that certain funds would be held in escrow (such funds, the “Indemnity Escrow Deposit”, the “Distribution Withholding Deposit”, and the “Adjustment Escrow Deposit”), for the benefit of the seller. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Adjustment Escrow Amount of $200, the Distribution Withholding Escrow Amount of $100, and the Indemnity Escrow Amount of $100 shall be held in escrow until released in accordance with the purchase agreement and the Escrow Agreement.

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The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date.

			April 7, 2022
Cash paid			$	8,559
Equity issued			7,501
Purchase consideration			$	16,060
Assets:
Cash			$	4,094
Accounts receivable			743
Prepaid expenses and other current assets			1,600
Contract assets			398
Property and equipment			83
Other non-current assets			21
Intangible assets			9,300
Total assets acquired			$	16,239
Liabilities:
Accounts payable			5
Accrued liabilities			7,752
Contract liabilities			1,555
Deferred tax liabilities			1,458
Total liabilities acquired			$	10,770
Fair value of net identifiable assets acquired			5,469
Goodwill			$	10,591

The following table summarizes the intangible assets acquired by class:

			April 7, 2022
Technology			$	3,500
Customer relationships			5,800
Total intangible assets			$	9,300

The acquired technology and customer relationship intangible assets have a weighted-average estimated useful lives of 7 years and 20 years, respectively.

The fair value of the acquired technology was determined using the relief from royalty (“RFR”) method. The fair value of the acquired customer relationships was determined using the excess earnings method.

The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill related to the acquisition is deductible.

Pro Forma Financial Data (Unaudited)

The following table presents the pro forma consolidated results of operations of BigBear.ai for the six-month period ended June 30, 2022 as though the acquisition of ProModel Corporation had been completed as of January 1, 2021.

															Six Months Ended June 30, 2022
Net revenue															$	75,248
Net loss															(75,669)

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Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, short-term debt, including the current portion of long-term debt, accrued liabilities, and other current liabilities are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities.

Private warrants, Private Placement (“PIPE”) warrants, and warrants issued under the registered direct offering (“RDO warrants”) are valued using a modified Black-Scholes option pricing model (“OPM”), which is considered to be a Level 3 fair value measurement. See Note O—Warrants for information on the Level 3 inputs used to value the private warrants and PIPE warrants.

The table below presents the financial liabilities measured at fair value on a recurring basis:

									June 30, 2023
			Balance Sheet Caption						Level 1						Level 2						Level 3						Total
PIPE warrants			Derivative liabilities						$	—					$	—					$	26,667					$	26,667
RDO warrants			Derivative liabilities						—						—						17,417						17,417
Private warrants			Derivative liabilities						—						—						42						42
									December 31, 2022
			Balance Sheet Caption						Level 1						Level 2						Level 3						Total
Private warrants			Other non-current liabilities						$	—					$	—					$	9					$	9

The changes in the fair value of the Level 3 liabilities are as follows:

			PIPE warrants						RDO warrants						Private warrants
December 31, 2022			$	—					$	—					$	9
Additions			14,893						15,536						—
Changes in fair value			11,774						1,881						33
Settlements			—						—						—
June 30, 2023			$	26,667					$	17,417					$	42

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The intangible asset balances and accumulated amortization are as follows:

			June 30, 2023
			Gross carrying amount						Accumulated amortization						Net carrying amount						Weighted average useful life in years
Customer relationships			$	74,600					$	(9,568)					$	65,032					20
Technology			26,200						(9,284)						16,916						7
Total			$	100,800					$	(18,852)					$	81,948
			December 31, 2022
			Gross carrying amount						Accumulated amortization						Net carrying amount						Weighted average useful life in years
Customer relationships			$	74,600					$	(7,702)					$	66,898					20
Technology			26,200						(7,413)						18,787						7
Total			$	100,800					$	(15,115)					$	85,685

The table below presents the amortization expense related to intangible assets for the following periods:

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Amortization expense related to intangible assets			$	1,868		0			$	1,820					$	3,737					$	3,490

The table below presents the estimated amortization expense on intangible assets for the next five years and thereafter as of June 30, 2023:

Remainder of 2023			$	3,736
2024			7,473
2025			7,473
2026			7,473
2027			6,912
Thereafter			48,881
Total estimated amortization expense			$	81,948

The table below presents details on prepaid expenses and other current assets:

			June 30, 2023						December 31, 2022
Prepaid insurance			$	1,484					$	3,205
Prepaid expenses			1,679						1,663
Prepaid taxes			1,816						1,827
Pre-contract costs(1)			63						3,605
Total prepaid expenses and other current assets			$	5,042					$	10,300

(1) Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs).

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The table below presents details on accrued liabilities:

			June 30, 2023						December 31, 2022
Payroll accruals			$	13,295					$	11,319
Accrued interest			564						567
Other accrued expenses			1,771						1,480
Total accrued liabilities			$	15,630					$	13,366

The table below presents the Company’s debt balances:

			June 30, 2023						December 31, 2022
Convertible Notes			$	200,000					$	200,000
Bank of America Senior Revolver			—						—
D&O Financing Loan			522						2,059
Total debt			200,522						202,059
Less: unamortized issuance costs			6,704						7,682
Total debt, net			193,818						194,377
Less: current portion			522						2,059
Long-term debt, net			$	193,296					$	192,318

Convertible Notes

On December 7, 2021, the previously announced merger (“Merger”) with GigCapital4, Inc. (“GigCapital4”) was consummated and the Company issued $200.0 million of unsecured convertible notes (the “Convertible Notes”) to certain investors. The Convertible Notes bear interest at a rate of 6.0% per annum, payable semi-annually, and not including any interest payments that are settled with the issuance of shares, were initially convertible into 17,391,304 shares of the Company’s common stock at an initial Conversion Price of $11.50. The Conversion Price is subject to adjustments. On May 29, 2022, pursuant to the Convertible Note indenture, the conversion rate applicable to the Convertible Notes was adjusted to 94.2230 (previously 86.9565) shares of common stock per $1,000 principal amount of Convertible Notes because the average of the daily volume-weighted average price of the common stock during the preceding 30 trading days was less than $10.00 (the “Conversion Rate Reset”). After giving effect to the Conversion Rate Reset, the Conversion Price is $10.61 and the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. The Convertible Note financing matures on December 15, 2026.

The Company may, at its election, force conversion of the Convertible Notes after December 15, 2022 and prior to October 7, 2026 if the trading price of the Company’s common stock exceeds 130% of the conversion price for 20 out of the preceding 30 trading days and the 30-day average daily trading volume ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to $3.0 million for the first two years after the initial issuance of the Convertible Notes and $2.0 million thereafter. Upon such conversion, the Company will be obligated to pay all regularly scheduled interest payments, if any, due on the converted Convertible Notes on each interest payment date occurring after the conversion date for such conversion to, but excluding, the maturity date (such interest payments, an “Interest Make-Whole Payments”). In the event that a holder of the Convertible Notes elects to convert the Convertible Notes (a) prior to December 15, 2024, the Company will be obligated to pay an amount equal to twelve months of interest or (b) on or after December 15, 2024 but prior to December 15, 2025, any accrued and unpaid interest plus any remaining amounts that would be owed up to, but excluding, December 15, 2025. The Interest Make-Whole Payments will be payable in cash or shares of the common stock at the Company’s election, as set forth in the Indenture.

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Following certain corporate events that occur prior to the maturity date or if the Company exercises its mandatory conversion right in connection with such corporate events, the conversion rate will be increased in certain circumstances for a holder who elects, or has been forced, to convert its Convertible Notes in connection with such corporate events.

If a Fundamental Change (as defined in the Convertible Note indenture) occurs prior to the maturity date, holders of the Convertible Notes will have the right to require the Company to repurchase all or any portion of their Convertible Notes in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Convertible Notes require the Company to meet certain financial and other covenants. As of June 30, 2023, the Company was in compliance with all covenants.

On May 29, 2022, pursuant to the conversion rate adjustment provisions in the Convertible Note indenture, the Conversion Price was adjusted to $10.61 (or 94.2230 shares of common stock per one thousand dollars of principal amount of Convertible Notes). Subsequent to the adjustment, the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares.

During the three and six months ended June 30, 2023, Convertible Notes with a principal of $1,000 and $2,000 were exercised for 94 and 188 shares of the Company’s common stock, respectively. As of June 30, 2023, the Company has an outstanding balance of $200.0 million related to the Convertible Notes, which is recorded on the balance sheet net of approximately $6.7 million of unamortized debt issuance costs.

Bank of America Senior Revolver

The Company is party to a senior credit agreement with Bank of America, N.A. (the “Bank of America Credit Agreement”), entered into on December 7, 2021 (the “Closing Date”), subsequently amended on November 8, 2022, providing the Company with a $25.0 million senior secured revolving credit facility (the “Senior Revolver”). Proceeds from the Senior Revolver will be used to fund working capital needs, capital expenditures, and other general corporate purposes. The Senior Revolver matures on December 7, 2025 (the “Maturity Date”).

The Senior Revolver is secured by a pledge of 100% of the equity of certain of the Company’s wholly owned subsidiaries and a security interest in substantially all of the Company’s tangible and intangible assets. The Senior Revolver includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as the “swing loans.” Any issuance of letters of credit or making of a swing loan will reduce the amount available under the revolving credit facility. The Company may increase the commitments under the Senior Revolver in an aggregate amount of up to the greater of $25.0 million or 100% of consolidated adjusted EBITDA plus any additional amounts so long as certain conditions, including compliance with the applicable financial covenants for such period, in each case on a pro forma basis, are satisfied.

As of the Closing Date, borrowings under the Senior Revolver bear interest, at the Company’s option, at:

(i)A Base Rate plus a Base Rate Margin of 2.00%. Base Rate is a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) Bloomberg Short-Term Yield Index (“BSBY”) Rate plus 1.00%; or

(ii)The BSBY Rate plus a BSBY Margin of 1.00%.

The Base Rate Margin and BSBY Margin became subject to adjustment based on the Company’s Secured Net Leverage Ratio after March 31, 2022. The Company is also required to pay unused commitment fees and letter of credit fees under the Bank of America Credit Agreement. The Second Amendment (defined below) increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%.

The Bank of America Credit Agreement requires the Company to meet certain financial and other covenants. The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of June 30, 2022, and as a result was unable to draw on the facility. The Company notified Bank of America N.A. of the covenant violation, and on August 9, 2022, entered into the First Amendment (the “First Amendment”) to the Bank of America Credit Agreement, which, among other things, waived the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio provided for in the Credit Agreement for the quarter ended June 30, 2022.

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The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of September 30, 2022, and as a result was unable to draw on the facility. On November 8, 2022, the Company entered into a Second Amendment to the Bank of America Credit Agreement (the “Second Amendment”), which modifies key terms of the Senior Revolver. As a result of the Second Amendment, funds available under the Senior Revolver are reduced to $25.0 million from $50.0 million, limited to a borrowing base of 90% of Eligible Prime Government Receivables and Eligible Subcontractor Government Receivables, plus 85% of Eligible Commercial Receivables. Additionally, the Second Amendment increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%. Following entry into the Second Amendment, the Senior Revolver no longer is subject to a minimum Fixed Charge Coverage ratio covenant. In order for the facility to become available for borrowings (the “initial availability quarter”), the Company must report Adjusted EBITDA of at least one dollar. Commencing on the first fiscal quarter after the initial availability quarter, the Company is required to have aggregated reported Adjusted EBITDA of at least $1 over the two preceding quarters to maintain its ability to borrow under the Senior Revolver (though the inability to satisfy such condition does not result in a default under the Senior Revolver).

Failure to meet these Adjusted EBITDA requirements is not deemed to be a default but will limit the Company’s ability to make borrowings under the Senior Revolver until such time that the Company is able meet the Adjusted EBITDA thresholds as defined in the Second Amendment. The Company did not meet the Adjusted EBITDA requirement during the six months ended June 30, 2023, and is unable to draw on the Senior Revolver as of June 30, 2023.

The Second Amendment removes the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio.

Based on current forecasts, management believes that it is reasonably likely that the Company may fail to meet the minimum Adjusted EBITDA requirements of the Bank of America Credit Agreement in future periods and therefore, may be unable to draw on the facility. Management performed a cash flow analysis to identify the Company’s projected approximate cash flow and liquidity needs for the next 12 months. Based on the Company’s projected cash flow and liquidity needs, we believe that our cash from operating activities generated from continuing operations during the year will be adequate for the next 12 months to meet our anticipated uses of cash flow, including payroll obligations, working capital, operating lease obligations, capital expenditures and debt service costs, and it is considered unlikely that the Company would require access to draw funds on the Senior Revolver in the foreseeable future.

As of June 30, 2023, the Company had not drawn on the Senior Revolver. Unamortized debt issuance costs of $168 as of June 30, 2023, are recorded on the consolidated balance sheets and are presented in other non-current assets. The Bank of America Credit Agreement requires the Company to deliver monthly borrowing base certificates. The Company did not deliver such monthly borrowing base certificates for the months ending December 31, 2022, January 31, 2023, February 28, 2023, and March 31, 2023. Bank of America N.A. notified the Company of the reporting violation, and on April 21, 2023, Bank of America N.A. and the Company entered into the Third Amendment (the “Third Amendment”) to the Bank of America Credit Agreement, which, among other things, waived the requirement that the Company deliver the monthly borrowing base certificate for the months ending December 31, 2022, January 31, 2023, February 28, 2023, and March 31, 2023, and removed the reporting requirement to deliver a monthly borrowing base certificate going forward until the Company meets the Adjusted EBITDA requirements set forth above and is permitted to draw on the Senior Revolver.

D&O Financing Loan

On December 8, 2021, the Company entered into a $4,233 loan (the “D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2022. The D&O Financing Loan had an interest rate of 1.50% per annum and a maturity date of December 8, 2022.

On December 8, 2022, the Company entered into a $2,059 loan (the “2023 D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2023. The 2023 D&O Financing Loan required an upfront payment of $1,109 and has an interest rate of 5.75% per annum and a maturity date of December 8, 2023.

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The Company is obligated under operating leases for certain real estate and office equipment assets. The Company’s finance leases are not material. Certain leases contained predetermined fixed escalation of minimum rents at rates ranging from 2.5% to 5.4% per annum and remaining lease terms of up to eight years, some of which include renewal options that could extend certain leases to up to an additional five years.

The following table presents supplemental information related to leases at June 30, 2023:

Weighted average remaining lease term			5.07
Weighted average discount rate			10.55		%

The table below presents the rent expense under all leases for the following periods:

			Three Months Ended June 30,						Six Months Ended June 30,
			2023												2023
Rent expense			$	371											$	748

Rent expense for the three months ended June 30, 2023 includes $31 of short-term lease costs and $49 of variable lease costs. Rent expense for the six months ended June 30, 2023 includes $94 of short-term lease costs and $71 of variable lease costs. The Company subleases certain leases. As of June 30, 2023, the Company has subleased four of its real estate leases and recognized $52 and $91 of sublease income on the consolidated statements of operations during the three and six months ended June 30, 2023, respectively.

The following table presents supplemental cash flow and non-cash information related to leases:

			Six Months Ended June 30, 2023
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from leases			$	691

As of June 30, 2023, the future annual minimum lease payments for operating leases are as follows:

Remainder of 2023			$	761
2024			1,261
2025			1,207
2026			1,138
2027			531
Thereafter			3,625
Total future minimum lease payments			$	8,523
Less amounts related to imputed interest			(2,959)
Present value of future minimum lease payments			5,564
Less current portion of long-term lease liability			850
Long-term lease liability			$	4,714

The table below presents the effective income tax rate for the following periods:

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Effective tax rate			—		%				3.1		%				(0.1)		%				2.3		%

The Company was taxed as a corporation for federal, state, and local income tax purposes for the three and six month periods ended June 30, 2023 and June 30, 2022. The effective tax rate for the three and six month periods ended June 30, 2023 and

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Contingencies in the Normal Course of Business

Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits.

Legal Proceedings

The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, consolidated statements of operations, or cash flows.

Immediately prior to the stockholder vote for the Merger, GigCapital4 executed a series of Forward Share Purchase Agreements (“FPAs”) with Highbridge Tactical Credit Master Fund. L.P. and Highbridge SPAC Opportunity Fund, L.P. (the “Highbridge Investors”), Tenor Opportunity Master Fund Ltd. (“Tenor”), and Glazer Capital, LLC and Meteora Capital, LLC (the “Glazer Investors”, together with the Highbridge Investors and Tenor, the “Investors”). The FPAs provide that each of the Investors would not redeem their shares and instead would hold the shares for a period of up to three months following the consummation of the Merger, at which time they would have the right to sell the shares to the Company for $10.15 per share (the “Written Put Option”). The Investors had the right to sell shares on the open market before the end of the three-month period provided that the share price was at least $10.00 per share. If the Investors sold any shares in the open market within the first month of the three-month period and at a price greater than $10.05 per share, the Company would pay the Investors $0.05 per share sold.

The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor:

			December 6, 2021
Highbridge Investors			2,453,195
Tenor			2,499,608
Glazer Investors			5,000,000
Total shares			9,952,803

During the first quarter of 2022, the Company settled the derivative liability associated with the Written Put Option by repurchasing all 9,952,803 shares of its common stock at the Investors’ request. Certain of the Investors requested for their shares to be repurchased prior to the end of the three-month period at a reduced price per share. As a result, 5,000,000 shares were repurchased at $10.125 per share during the first quarter of 2022.

During the three months ended March 31, 2022, the derivative liability was remeasured to its intrinsic value at each date that the underlying shares were repurchased. The resulting gain of $1,281 was presented in net increase (decrease) in fair value of derivatives on the consolidated statement of operations during the first quarter of 2022. The intrinsic value of the Written Put Option upon settlement was $43,546 and was recognized directly in equity during the first quarter of 2022.

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Common Stock

The table below presents the details of the Company’s authorized common stock as of the following periods:

			June 30, 2023						December 31, 2022
Common stock:
Authorized shares of common stock			500,000,000						500,000,000
Common stock par value per share			$	0.0001					$	0.0001
Common stock outstanding at the period end			155,452,774						127,022,363

Treasury Stock

During the six months ended June 30, 2022, the Company repurchased 9,952,803 shares at a cost of $57,350 to settle the Company’s obligations under the FPAs. These shares are measured at cost and presented as treasury stock on the consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity.

Dividend Rights

Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Company’s preferred stock or any class or series of stock having a preference over or the right to participate with the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Company’s common stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Company’s Board in its discretion shall determine.

Voting Rights

Each outstanding share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of common stock do not have cumulative voting rights.

Conversion or Redemption Rights

The Company’s common stock is neither convertible nor redeemable.

Liquidation Rights

Upon the Company’s liquidation, the holders of the Company’s common stock are entitled to receive prorata the Company’s assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of the Company’s preferred stock then outstanding.

Preferred Stock

The table below presents the details of the Company’s authorized preferred stock as of the following periods:

			June 30, 2023						December 31, 2022
Preferred stock:
Authorized shares of preferred stock			1,000,000						1,000,000
Preferred stock par value per share			$	0.0001					$	0.0001
Preferred stock outstanding at the period end			—						—

The Company’s Board may, without further action by the Company’s stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the Company’s common stock. Satisfaction of any dividend preferences of outstanding shares of the

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Registered Direct Offering Warrants

On June 13, 2023, the Company consummated the closing of a registered direct offering pursuant to an Underwriting Agreement with Cowen and Company, LLC, as representative of the underwriters, for the sale and purchase of an aggregate of 11,848,341 shares of common stock at par value (“Common Stock”) and accompanying common warrants (“RDO warrants”). Each share of Common Stock is accompanied by a common warrant to purchase three-quarters of a share of Common Stock at an exercise price of $2.32 per share. The RDO warrants are initially exercisable for up to 8,886,255 shares of Common Stock at a combined purchase price of $2.11 per share of Common Stock and accompanying common warrant. The RDO warrants will become exercisable six months after issuance and have a five-year term.

The table below presents the value of the RDO warrants under the Black-Scholes OPM using the following assumptions as of the following dates:

			June 30, 2023						June 13, 2023
Value of each RDO warrant			$	1.96					$	1.96
Exercise price			$	2.32					$	2.32
Common stock price			$	2.35					$	2.30
Expected option term (years)			5.5						5.5
Expected volatility			113.20%						118.60%
Risk-free rate of return			4.10%						4.00%
Expected annual dividend yield			—%						—%

As of June 30, 2023, the RDO warrants have a fair value of $17,417 and are presented on the consolidated balance sheets within derivative liabilities. A loss of $1,881, which includes transaction costs associated with the issuance of the RDO warrants, was recognized for the three and six months ended June 30, 2023, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

As of June 30, 2023, there were 8,886,255 RDO warrants issued and outstanding.

PIPE Warrants

On January 19, 2023, the Company consummated the closing of a private placement (the “Private Placement”) by and among the Company and Armistice Capital Master Fund Ltd (the “Purchaser”). At the closing of the Private Placement, the Company issued 13,888,889 shares of the Company’s common stock at par value and warrants to purchase up to an additional 13,888,889 shares of common stock (the “PIPE warrants”). The PIPE warrants have an exercise price of $2.39 per share and may be exercisable as of July 19, 2023 until July 19, 2028. The PIPE warrants are subject to a 4.99% beneficial ownership limitation that precludes the Purchaser from exercising any portion of the PIPE warrants to the extent that, following such exercise, the Purchaser’s beneficial ownership of our then outstanding common stock would exceed 4.99%.

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The table below presents the value of the PIPE warrants under the Black-Scholes OPM using the following assumptions as of the following dates:

			June 30, 2023						January 19, 2023
Value of each PIPE warrant			$	1.92					$	1.22
Exercise price			$	2.39					$	2.39
Common stock price			$	2.35					$	1.87
Expected option term (years)			5.1						5.5
Expected volatility			113.20%						82.10%
Risk-free rate of return			4.10%						3.40%
Expected annual dividend yield			—%						—%

As of June 30, 2023, the PIPE warrants have a fair value of $26,667 and are presented on the consolidated balance sheets within derivative liabilities. A loss of $1,250 and $11,774 were recognized as a result of the change in fair value for the three and six months ended June 30, 2023, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations.

As of June 30, 2023, there were 13,888,889 PIPE warrants issued and outstanding.

Public Warrants

Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on December 7, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; (4) if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus available throughout the 30-day notice period; and (5) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.”

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including stock dividends, stock splits, extraordinary dividends, consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares.

As of June 30, 2023 and December 31, 2022, there were 12,150,878 and 12,115,130 public warrants issued and outstanding, respectively.

Private Warrants

The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than GigAcquisitions4, LLC (“Sponsor”), Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the “Underwriters”), or any respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The Sponsor, the Underwriters, and any respective permitted transferees have the option to exercise the private warrants on a cashless basis.

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The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following dates:

			June 30, 2023						December 31, 2022
Fair value of each private warrant			$	0.24					$	0.04
Exercise price			$	11.50					$	11.50
Common stock price			$	2.35					$	0.67
Expected option term (in years)			3.4						3.9
Expected volatility			61.40%						72.10		%
Risk-free rate of return			4.40%						4.10		%
Expected annual dividend yield			—%						—		%

As of June 30, 2023 and December 31, 2022, the private warrants have a fair value of $42 and $9 and are presented on the consolidated balance sheets within derivative liabilities and other non-current liabilities, respectively. The following was recognized as a result of the change in fair value for the three and six months ended June 30, 2023 and June 30, 2022, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations:

			Three Months Ended June 30,												Six Months Ended June 30, 2023
			2023						2022						2023						2022
(Gain) loss on change in fair value of private warrants			$	(10)					$	(199)					$	33					$	(181)

As of June 30, 2023 and December 31, 2022, there were 174,894 and 210,642 private warrants issued and outstanding, respectively.

Class B Unit Incentive Plan

In February 2021, the Company’s Parent, BBAI Ultimate Holdings, LLC (“Parent”), adopted a compensatory benefit plan (the “Class B Unit Incentive Plan”) to provide incentives to directors, managers, officers, employees, consultants, advisors, and/or other service providers of the Company’s Parent or its Subsidiaries in the form of the Parent’s Class B Units (“Incentive Units”). Incentive Units have a participation threshold of $1.00 and are divided into three tranches (“Tranche I,” “Tranche II,” and “Tranche III”). Tranche I Incentive Units are subject to performance-based, service-based, and market-based conditions. The grant date fair value for the Incentive Units was $5.19 per unit.

The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows:

			February 16, 2021
Volatility			57.0%
Risk-free interest rate			0.1%
Expected time to exit (in years)			1.6

On July 29, 2021, the Company’s Parent amended the Class B Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units immediately became fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated June 4, 2021. The Company’s Parent also amended the Class B Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class B Unit Incentive Plan, rather than only upon the occurrence of an Exit Sale, subject to the market-based condition stipulated in the Class B Unit Incentive Plan prior to its amendment.

Equity-based compensation for awards with performance conditions is based on the probable outcome of the related performance condition. The performance conditions required to vest per the amended Incentive Plan remain improbable until they occur due to the unpredictability of the events required to meet the vesting conditions. As such events are not considered probable until they occur, recognition of equity-based compensation for the Incentive Units is deferred until the vesting conditions are met. Once the

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event occurs, unrecognized compensation cost associated with the performance-vesting Incentive Units (based on their modification date fair value) will be recognized based on the portion of the requisite service period that has been rendered.

The modification date fair value of the Incentive Units was $9.06 per unit. The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows:

			July 29, 2021
Volatility			46.0%
Risk-free interest rate			0.2%
Expected time to exit (in years)			1.2

The volatility used in the determination of the fair value of the Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Successor.

On December 7, 2021, the previously announced Merger was consummated. As a result, the Tranche I and Tranche III Incentive Units immediately became fully vested and the performance condition for the Tranche II Incentive Units was met. The fair value determined at the date of the amendment of the Class B Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units is recognized over the derived service period of 30 months from the modification date. The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of approximately 25 months.

The table below presents the activity in Tranche II of the Class B Units:

Unvested as of December 31, 2022			1,295,000
Forfeited			(120,000)
Unvested as of June 30, 2023			1,175,000

As of June 30, 2023, there was approximately $2,456 of unrecognized compensation costs related to Tranche II Incentive Units, which is expected to be recognized over the remaining weighted average period of 0.58 years.

Stock Options

On December 7, 2021, the Company adopted the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by providing eligible employees, prospective employees, consultants, and non-employee directors of the Company the opportunity to receive stock- and cash-based incentive awards.

During the six months ended June 30, 2023, pursuant to the Plan, the Company’s Board of Directors granted certain grantees Stock Options to purchase shares of the Company’s common stock at a weighted-average exercise price of $2.00. The Stock Options vest over four years with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. Vesting is contingent upon continued employment or service to the Company and is accelerated in the event of death, disability, or a change in control, subject to certain conditions; both the vested and unvested portion of a Grantee’s Stock Options will be immediately forfeited and cancelled if the Grantee ceases employment or service to the Company. The Stock Options expire on the 10th anniversary of the grant date.

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The table below presents the fair value of the Stock Options granted during the six months ended June 30, 2023 using the Black-Scholes OPM and the following assumptions:

Number of Stock Options granted

2,627,325

Price of common stock on the grant date

$1.93 to $2.74

Expected option term (in years)

5.8 to 6.2

Expected volatility(1)

96.8% to 118%

Risk-free rate of return

3.3% to 3.9%

Expected annual dividend yield

—%

Fair value of the Stock Options on the grant date

$1.51 to $2.29

(1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies.

The table below presents the activity in the Stock Options:

			Stock Options Outstanding						Weighted-Average Exercise Price Per Share						Weighted-Average Remaining Contractual Life (in years)						Aggregate Intrinsic Value
Outstanding as of December 31, 2022			2,982,893						$	2.89					9.64						$	—
Granted			2,627,325						2.00
Forfeited			(523,415)						2.56
Expired			(31,504)						8.32
Outstanding as of June 30, 2023			5,055,299						$	2.42					9.44						$	3,108
Vested and exercisable as of June 30, 2023			251,275						$	6.05					8.83						$	67

The Stock Options had $3,108 intrinsic value as of June 30, 2023. The Company recognizes equity-based compensation expense for the Stock Options equal to the fair value of the awards on a straight-line basis over the service based vesting period. As of June 30, 2023, there was approximately $6,605 of unrecognized compensation costs related to the Stock Options, which is expected to be recognized over the remaining weighted average period of 2.54 years.

Restricted Stock Units

During the six months ended June 30, 2023, pursuant to the Plan, the Company’s Board of Directors communicated the key terms and committed to grant Restricted Stock Units (“RSUs”) to certain employees and nonemployee directors. The Company granted 7,206,201 RSUs to employees during the six months ended June 30, 2023. RSUs granted to employees generally vest over four years, with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. RSUs granted to nonemployee directors vest 25% each quarter following the grant date. Vesting of RSUs is accelerated in the event of death, disability, or a change in control, subject to certain conditions.

The table below presents the activity in the RSUs:

			RSUs Outstanding						Weighted-Average Grant Date Fair Value Per Share
Unvested as of December 31, 2022			7,595,185						$	2.35
Granted			7,206,201						2.05
Vested			(3,014,846)						1.77
Forfeited			(1,026,518)						3.36
Unvested as of June 30, 2023			10,760,022						$	2.22

As of June 30, 2023, there was approximately $22,658 of unrecognized compensation costs related to the RSUs, which is expected to be recognized over the remaining weighted average period of 3.11 years.

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Performance Stock Units

Pursuant to the Plan, the Company’s Board of Directors communicated the key terms and granted Performance Stock Units (“PSUs”) to certain employees. The Company grants PSUs to certain employees with performance measures specific to the role of that employee (“Discretionary PSUs”). During the six months ended June 30, 2023, the Company granted 182,482 Discretionary PSUs. The Company also granted 1,251,636 PSUs to employees under the Company’s Short-term Incentive Plan (“STIP PSUs”), which contain performance measures based on a combination of Company’s financial performance as well as the individual’s personal performance. The number of Discretionary PSUs and STIP PSUs that will vest is based on the achievement of the performance criteria during each respective annual measurement period, provided that the employees remain in continuous service on each vesting date. Vesting will not occur unless a minimum performance criteria threshold is achieved.

The table below presents the activity in the PSUs:

			PSUs Outstanding						Weighted-Average Grant Date Fair Value Per Share
Unvested as of December 31, 2022			287,500						$	4.86
Granted			1,434,118						2.01
Forfeited			(186,757)						6.76
Unvested as of June 30, 2023			1,534,861						$	1.96

As of June 30, 2023, it was not considered probable that the performance conditions of the Discretionary PSUs would be achieved. As a result, no equity-based compensation was recognized for the Discretionary PSUs during the six months ended June 30, 2023.

As of June 30, 2023, it was considered probable that the performance conditions of the STIP PSUs would be achieved. There was approximately $780 of unrecognized compensation costs related to the STIP PSUs, which is expected to be recognized over the remaining weighted average period of 0.73 years.

Employee Share Purchase Plan (“ESPP”)

Concurrently with the adoption of the Plan, the Company’s Board of Directors adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which authorizes the grant of rights to purchase common stock of the Company to employees, officers, and directors (if they are otherwise employees) of the Company. As of January 1, 2022, the Company reserved an aggregate of 3,974,948 common shares (subject to annual increases on January 1 of each year and ending in 2031) of the Company’s common stock for grants under the ESPP. As of June 30, 2023, 1,216,532 shares had been sold under the ESPP and the Company has withheld employee contributions of $661, which are presented on the consolidated balance sheets within other current liabilities.

Equity-based compensation expense related to purchase rights issued under the ESPP is based on the Black-Scholes OPM fair value of the estimated number of awards as of the beginning of the offering period. Equity-based compensation expense is recognized using the straight-line method over the offering period. The table below presents the assumptions used to estimate the grant date fair value of the purchase rights under the ESPP:

ESPP grant date			June 1, 2023						December 1, 2022
Price of common stock on the grant date			$	2.09					$	0.88
Expected term (in years)			0.50						0.50
Expected volatility(1)			162.2%						110.0%
Risk-free rate of return			5.4%						4.6%
Expected annual dividend yield			—%						—%
Fair value of the award on the grant date			$	1.23					$	0.40

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(1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies.

As of June 30, 2023, there was approximately $760 of unrecognized compensation costs related to the ESPP, which is expected to be recognized over the remaining weighted average period of 0.42 years.

Equity-based Compensation Expense

The table below presents the total equity-based compensation expense recognized for Class B Units, Stock Options, RSUs, PSUs and ESPP in selling, general and administrative expense, cost of revenues, and research and development for the following periods:

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Equity-based compensation expense in selling, general and administrative			$	2,319					$	3,928					$	5,122					$	6,999
Equity-based compensation expense in cost of revenues			1,442						1,009						2,316						1,709
Equity-based compensation expense in research and development			233						143						361						230
Total equity-based compensation expense			$	3,994					$	5,080					$	7,799					$	8,938

The numerators and denominators of the basic and diluted net loss per share are computed as follows (in thousands, except per share, unit and per unit data):

			Three Months Ended June 30,												Six Months Ended June 30,
Basic and diluted net loss per share			2023						2022						2023						2022
Numerator:
Net loss			$	(16,895)					$	(56,844)					$	(43,109)					$	(75,669)
Denominator:
Weighted average shares outstanding—basic and diluted			145,469,043						126,223,903						142,027,938						129,037,598
Basic and diluted net loss per Share			$	(0.12)					$	(0.45)					$	(0.30)					$	(0.59)

As of June 30, 2023, there were outstanding Stock Options to purchase 5,055,299 shares of common stock at a weighted-average exercise price of $2.42, outstanding private warrants and public warrants to convert to 174,894 shares and 12,150,878 shares, respectively, of common stock at a price of $11.50 per share, outstanding PIPE warrants to convert to 13,888,889 shares of common stock at a price of $2.39 per share, outstanding RDO warrants to convert to 8,886,255 shares of common stock at a price of $2.32 per share, convertible notes to convert to 18,844,600 shares of common stock at a conversion price of $10.61, ESPP contributions for the option to acquire 1,062,602 shares of common stock, and outstanding restricted stock units and performance stock units representing the right to receive 10,760,022 shares and 1,534,861 shares of common stock, respectively. Because of the net loss incurred during the three and six months ended June 30, 2023, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations.

As of June 30, 2022, there were outstanding Stock Options to purchase 957,569 shares of common stock at a weighted-average exercise price of $8.18, outstanding private warrants and public warrants to convert to 319,893 shares and 12,005,879 shares, respectively, of common stock at a price of $11.50 per share, convertible notes to convert to 18,844,600 shares of common stock at an initial conversion price of $10.61, ESPP contributions for the option to acquire 477,280 shares of common stock, and outstanding restricted stock units and performance stock units representing the right to receive 3,035,461 shares and 150,000 shares of common stock, respectively. Because of the net loss incurred during the three and six months ended June 30, 2022, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations.

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All revenues were generated within the United States of America.

The table below presents total revenues by contract type for the following periods:

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Time and materials			$	21,122					$	26,659					$	48,281					$	50,657
Firm fixed price			12,577						6,855						22,977						14,952
Cost-reimbursable			4,760						4,099						9,355						8,394
Total revenues			$	38,459					$	37,613					$	80,613					$	74,003

The majority of the Company’s revenue is recognized over time. Revenue derived from contracts that recognize revenue at a point in time was insignificant for all periods presented.

The table below summarizes the activity in the allowance for expected credit losses:

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Beginning balance			$	980					$	43					$	98					$	43
Additions			675						44						1,557						44
Write-offs			—						—						—						—
Ending balance			$	1,655					$	87					$	1,655					$	87

Concentration of Risk

Revenue earned from customers contributing in excess of 10% of total revenues are presented in the tables below for the following periods:

															Three Months Ended June 30, 2023												Six Months Ended June 30, 2023
															Total						Percent of total revenues						Total						Percent of total revenues
Customer A															$	7,360					19		%				$	16,243					20		%
Customer B															5,027						13		%				11,790						15		%
Customer C															5,856						15		%				10,524						13		%
Customer D(1)															5,004						13		%				9,226						11		%
All others															15,212						40		%				32,830						41		%
Total revenues															$	38,459					100		%				$	80,613					100		%

															Three Months Ended June 30, 2022												Six Months Ended June 30, 2022
															Total						Percent of total revenues						Total						Percent of total revenues
Customer A															$	7,577					20		%				$	12,928					17		%
Customer B															7,326						19		%				14,590						20		%
Customer C															4,405						12		%				8,902						12		%
Customer D(1)															556						1		%				1,506						2		%
All others															17,749						48		%				36,077						49		%
Total revenues															$	37,613					100		%				$	74,003					100		%

(1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability.

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Contract Balances

The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods:

			June 30, 2023						December 31, 2022
Contract assets			$	346					$	1,312
Contract liabilities			$	2,000					$	2,022

The change in contract assets between December 31, 2022 and June 30, 2023 was primarily driven by an increase in invoices issued to customers for services rendered. The change in contract liability balances between December 31, 2022 and June 30, 2023 was primarily driven by an increase in services rendered to customers that were previously invoiced. Revenue recognized in the six months ended June 30, 2023 that was included in the contract liability balance as of December 31, 2022 was $2,022.

When the Company’s estimate of total costs to be incurred to satisfy a performance obligation exceeds the expected revenue, the Company recognizes the loss immediately. When the Company determines that a change in estimate has an impact on the associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment in the consolidated statements of operations. Changes in estimates and assumptions related to the status of certain long-term contracts may have a material effect on the Company’s operating results.

The following table summarizes the impact of the net estimates at completion (“EAC”) adjustments on the Company’s operating results:

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Net EAC Adjustments, before income taxes			$	(1,631)					$	(654)					$	365					$	(634)
Net EAC Adjustments, net of income taxes			$	(1,288)					$	(517)					$	288					$	(501)
Net EAC Adjustments, net of income taxes, per diluted share			$	(0.01)					$	—					$	—					$	—

Remaining Performance Obligations

The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders and generally includes the funded and unfunded components of contracts that have been awarded. As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $77 million. The Company expects to recognize approximately 99% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter.

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v3.23.2

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 04, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-40031
Entity Registrant Name	BigBear.ai Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4164597
Entity Address, Address Line One	6811 Benjamin Franklin Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Columbia
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21046
City Area Code	410
Local Phone Number	312-0885
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		155,827,300
Entity Central Index Key	0001836981
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	BBAI
Security Exchange Name	NYSE
Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	BBAI.WS
Security Exchange Name	NYSE

v3.23.2

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 29,923	$ 12,632
Accounts receivable, less allowance for doubtful accounts of $1,655 as of June 30, 2023 and $98 as of December 31, 2022	36,269	30,091
Contract assets	346	1,312
Prepaid expenses and other current assets	5,042	10,300
Total current assets	71,580	54,335
Non-current assets:
Property and equipment, net	1,199	1,433
Goodwill	48,683	48,683
Intangible assets, net	81,948	85,685
Right-of-use assets	4,341	4,638
Deferred tax assets	0	51
Other non-current assets	469	483
Total assets	208,220	195,308
Current liabilities:
Accounts payable	7,298	15,422
Short-term debt, including current portion of long-term debt	522	2,059
Accrued liabilities	15,630	13,366
Contract liabilities	2,000	2,022
Current portion of long-term lease liability	850	806
Derivative liabilities	44,126	0
Other current liabilities	1,355	2,085
Total current liabilities	71,781	35,760
Non-current liabilities:
Long-term debt, net	193,296	192,318
Long-term lease liability	4,714	5,092
Deferred tax liabilities	2	0
Other non-current liabilities	0	10
Total liabilities	269,793	233,180
Commitments and contingencies (Note L)
Stockholders’ deficit:
Common stock, par value $0.0001; 500,000,000 shares authorized and 155,452,774 shares issued and outstanding at June 30, 2023 and 127,022,363 at December 31, 2022	17	14
Additional paid-in capital	291,933	272,528
Treasury stock, at cost 9,952,803 shares at June 30, 2023 and December 31, 2022	(57,350)	(57,350)
Accumulated deficit	(296,173)	(253,064)
Total stockholders’ deficit	(61,573)	(37,872)
Total liabilities and stockholders’ deficit	$ 208,220	$ 195,308

v3.23.2

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable allowance	$ 1,655	$ 98
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	500,000,000	500,000,000
Common stock issued (in shares)	155,452,774	127,022,363
Common stock outstanding (in shares)	155,452,774	127,022,363
Treasury stock, shares (in shares)	9,952,803	9,952,803

v3.23.2

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 38,459	$ 37,613	$ 80,613	$ 74,003
Cost of revenues	29,496	28,023	61,437	54,546
Gross margin	8,963	9,590	19,176	19,457
Operating expenses:
Selling, general and administrative	16,930	26,952	37,292	48,972
Research and development	2,225	2,535	3,353	5,409
Restructuring charges	25	0	780	0
Transaction expenses	0	186	0	1,585
Goodwill impairment	0	35,252	0	35,252
Operating loss	(10,217)	(55,335)	(22,249)	(71,761)
Interest expense	3,560	3,554	7,116	7,109
Net increase (decrease) in fair value of derivatives	3,121	(199)	13,688	(1,462)
Other (income) expense	0	(26)	0	4
Loss before taxes	(16,898)	(58,664)	(43,053)	(77,412)
Income tax (benefit) expense	(3)	(1,820)	56	(1,743)
Net loss	$ (16,895)	$ (56,844)	$ (43,109)	$ (75,669)
Basic net loss per share (in usd per share)	$ (0.12)	$ (0.45)	$ (0.30)	$ (0.59)
Diluted net loss per share (in usd per share)	$ (0.12)	$ (0.45)	$ (0.30)	$ (0.59)
Weighted-average shares outstanding:
Weighted-average shares outstanding, Basic (in shares)	145,469,043	126,223,903	142,027,938	129,037,598
Weighted-average shares outstanding, Diluted (in shares)	145,469,043	126,223,903	142,027,938	129,037,598

v3.23.2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) $ in Thousands	Total	Registered Direct Offering	Private Placement	Common Stock	Common Stock Registered Direct Offering	Common Stock Private Placement	Additional paid in capital	Additional paid in capital Registered Direct Offering	Additional paid in capital Private Placement	Treasury stock	Accumulated deficit
Beginning balance, common shares (in shares) at Dec. 31, 2021				135,566,227
Beginning balance at Dec. 31, 2021	$ 122,368			$ 14			$ 253,744			$ 0	$ (131,390)
Ending balance, common shares (in shares) at Mar. 31, 2022				125,613,424
Ending balance at Mar. 31, 2022	50,051			$ 14			257,602			(57,350)	(150,215)
Beginning balance, common shares (in shares) at Dec. 31, 2021				135,566,227
Beginning balance at Dec. 31, 2021	122,368			$ 14			253,744			$ 0	(131,390)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(75,669)										(75,669)
Equity-based compensation expense	8,938						8,938
Repurchase of shares as a result of Forward Share Purchase Agreements (in shares)				(9,952,803)						(9,952,803)
Repurchase of shares as a result of Forward Share Purchase Agreements	(57,350)									$ (57,350)
Issuance of common stock as consideration for the acquisition of ProModel Corporation (in shares)				649,976
Issuance of common stock as consideration for the acquisition of ProModel Corporation	7,501						7,501
Exercise of warrants (in shares)				51
Exercise of warrants	1						1
Ending balance, common shares (in shares) at Jun. 30, 2022				126,263,451
Ending balance at Jun. 30, 2022	5,789			$ 14			270,184			(57,350)	(207,059)
Beginning balance, common shares (in shares) at Mar. 31, 2022				125,613,424
Beginning balance at Mar. 31, 2022	50,051			$ 14			257,602			(57,350)	(150,215)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(56,844)										(56,844)
Equity-based compensation expense	5,080						5,080
Issuance of common stock as consideration for the acquisition of ProModel Corporation (in shares)				649,976
Issuance of common stock as consideration for the acquisition of ProModel Corporation	7,501						7,501
Exercise of warrants (in shares)				51
Exercise of warrants	1						1
Ending balance, common shares (in shares) at Jun. 30, 2022				126,263,451
Ending balance at Jun. 30, 2022	$ 5,789			$ 14			270,184			(57,350)	(207,059)
Beginning balance, common shares (in shares) at Dec. 31, 2022	127,022,363			127,022,363
Beginning balance at Dec. 31, 2022	$ (37,872)			$ 14			272,528			(57,350)	(253,064)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(43,109)										(43,109)
Equity-based compensation expense	7,799						7,799
Issuance of Private Placement shares (in shares)					11,848,341	13,888,889
Issuance of Private Placement shares		$ 6,765	$ 7,081		$ 1	$ 2		$ 6,764	$ 7,079
Issuance of shares for equity-based compensation awards, net (in shares)				1,984,523
Issuance of shares for equity-based compensation awards, net	$ (2,237)						(2,237)
Issuance of shares for exercised convertible notes (in shares)				188
Issuance of shares purchased under ESPP (in shares)				708,470
Ending balance, common shares (in shares) at Jun. 30, 2023	155,452,774			155,452,774
Ending balance at Jun. 30, 2023	$ (61,573)			$ 17			291,933			(57,350)	(296,173)
Beginning balance, common shares (in shares) at Mar. 31, 2023				141,823,207
Beginning balance at Mar. 31, 2023	(54,039)			$ 16			282,573			(57,350)	(279,278)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(16,895)										(16,895)
Equity-based compensation expense	3,994						3,994
Issuance of Private Placement shares (in shares)					11,848,341
Issuance of Private Placement shares		$ 6,765			$ 1			$ 6,764
Issuance of shares for equity-based compensation awards, net (in shares)				1,072,662
Issuance of shares for equity-based compensation awards, net	$ (1,398)						(1,398)
Issuance of shares for exercised convertible notes (in shares)				94
Issuance of shares purchased under ESPP (in shares)				708,470
Ending balance, common shares (in shares) at Jun. 30, 2023	155,452,774			155,452,774
Ending balance at Jun. 30, 2023	$ (61,573)			$ 17			$ 291,933			$ (57,350)	$ (296,173)

v3.23.2

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (43,109)	$ (75,669)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	3,965	3,726
Amortization of debt issuance costs	1,006	1,047
Equity-based compensation expense	7,799	8,938
Goodwill impairment	0	35,252
Non-cash lease expense	297	0
Provision for doubtful accounts	1,557	44
Deferred income tax expense (benefit)	53	(1,594)
Net increase (decrease) in fair value of derivatives	13,688	(1,462)
Loss on sale of property and equipment	8	0
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(7,735)	758
Decrease (increase) in contract assets	966	(226)
Decrease in prepaid expenses and other assets	5,244	535
(Decrease) increase in accounts payable	(8,124)	874
Increase (decrease) in accrued liabilities	660	(2,509)
Decrease in contract liabilities	(22)	(2,048)
(Decrease) increase in other liabilities	(1,066)	338
Net cash used in operating activities	(24,813)	(31,996)
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	0	(4,376)
Purchases of property and equipment	(2)	(508)
Net cash used in investing activities	(2)	(4,884)
Cash flows from financing activities:
Proceeds from issuance of Private Placement shares and Registered Direct Offering shares	50,000	0
Payment of Private Placement and Registered Direct Offering transaction costs	(5,225)	0
Repurchase of shares as a result of forward share purchase agreements	0	(100,896)
Repayment of short-term borrowings	(1,537)	(2,312)
Payments for taxes related to net share settlement of equity awards	(1,132)	(4)
Net cash provided by (used in) financing activities	42,106	(103,212)
Net increase (decrease) in cash and cash equivalents and restricted cash	17,291	(140,092)
Cash and cash equivalents and restricted cash at the beginning of period	12,632	169,921
Cash and cash equivalents and restricted cash at the end of the period	29,923	29,829
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock as consideration for the acquisition of ProModel Corporation	$ 0	$ 7,501

v3.23.2

Description of the Business	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of the BusinessBigBear.ai Holdings, Inc.’s (“BigBear.ai”, “BigBear.ai Holdings”, or the “Company”) mission is to help deliver clarity for clients as they face their most complex decisions. BigBear.ai’s artificial intelligence (“AI”)-powered decision intelligence solutions are leveraged in three primary markets—global supply chains & logistics, autonomous systems, and cybersecurity. The Company’s customers, including federal defense and intelligence agencies, manufacturers, third party logistics providers, retailers, healthcare, and life sciences organizations, rely on BigBear.ai’s solutions to empower leaders to decide on the best possible course of action by creating order from complex data, identifying blind spots, and building predictive outcomes. Unless otherwise indicated, references to “we”, “us” and “our” refer collectively to BigBear.ai Holdings, Inc. and its consolidated subsidiaries.

v3.23.2

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation We prepared these accompanying unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. Amounts presented within the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars unless stated otherwise, except for percentages, units, shares, per unit, and per share amounts. In the opinion of management, these consolidated financial statements reflect all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations, financial condition, and cash flows for the interim periods presented. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our consolidated financial statements include, but are not limited to, accounting for revenue and cost recognition; evaluation of goodwill; intangible assets; and other assets for impairment; income taxes; equity-based compensation; fair value measurements; and contingencies. We eliminate intercompany balances and transactions in consolidation. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or future periods. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. As of December 31, 2022, the Company had two operating and reportable segments that were organized by sector: Cyber & Engineering and Analytics. During the first quarter of 2023, the Company reevaluated its operating and reportable segments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280 - Segment Reporting, following an organizational and legal entity restructuring, which allowed the Company to align its operations with how the business will be managed. As a result of such changes, the performance of the Company’s operations are evaluated by the CODM using the consolidated financial results of the Company. As a result of this reevaluation, effective for the first quarter of fiscal year 2023, the Company determined it that it manages its operations as a single operating and reportable segment. The single reportable segment is consistent with information used by the CODM to assess performance, make operating decisions, and allocate resources. The Company evaluates the operating performance of its one segment based upon information included in management reports. Accounts Receivable The Company generally records a receivable when revenue is recognized as the timing of revenue recognition may differ from the timing of payment from customers. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 60 days. The Company's accounts receivables do not bear interest, and they are recorded at the invoiced amount less an estimated allowance for expected credit losses. In addition to estimating an allowance based on specific identification of certain receivables that have a higher probability of not being paid, the Company also records an estimate for expected credit losses for the remaining receivables in the aggregate using a loss-rate method that considers historical bad debts, age of customer receivable balances, and current customer receivable balances. Additionally, the Company considers future reasonable and supportable forecasts of economic conditions to adjust historical loss rate percentages as necessary. Balances are written-off when determined to be uncollectible. The provision for expected credit losses is recorded in selling, general, and administrative expenses in the consolidated statements of operations. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The amendments in ASU 2016-13 require an entity to record an allowance for credit losses for certain financial instruments and financial assets, including accounts receivable, based on expected losses rather than incurred losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The new guidance is effective for the years beginning after December 15, 2022, including interim periods. The Company prospectively adopted ASU 2016-13 as of January 1, 2023. The adoption of ASU 2016-13 did not have a material impact to the Company’s consolidated financial statements or related disclosures.

v3.23.2

Restructuring Charges	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring Charges	Restructuring Charges Upon performing a strategic review of the Company’s capacity and future projections, the Company initiated restructuring actions in the third and fourth quarters of 2022, both of which were completed as of December 31, 2022. The purpose of the restructuring was to better align the organization and cost structure and improve the affordability of products and services. A liability reflecting unpaid employee separation costs of $1,535 is presented on the consolidated balance sheets within other current liabilities as of December 31, 2022. During the first quarter of 2023, the Company further refined its organizational structure to align with the change in its reportable and operating segments, resulting in additional employee separation costs of $780, net of tax benefits. The Company had completed this restructuring action as of March 31, 2023. A liability reflecting unpaid employee separation costs of $349 is presented on the consolidated balance sheets within other current liabilities as of June 30, 2023. The table below presents the activity in restructuring charges for the six months ended June 30, 2023: As of December 31, 2022 $ 1,535  Additions 780  Settlements (1,966) As of June 30, 2023 $ 349

v3.23.2

Business Combinations	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations ProModel Acquisition On April 7, 2022, the Company’s subsidiary BigBear.ai, LLC acquired 100% of the equity interest in ProModel Corporation (“ProModel Corporation”), a leader in simulation-based predictive and prescriptive analytic software for process improvement enabling organizations to make better decisions, for approximately $16.1 million, subject to certain adjustments. This acquisition complements the Company’s previous acquisition of ProModel’s Government Services business, ProModel Government Solutions Inc. (“ProModel Government Solutions”), which closed on December 21, 2020. The acquisition was funded through a combination of cash on hand and the issuance of 649,976 shares of the Company’s common stock. ProModel Corporation was aligned under the Analytics reportable operating segment prior to the Company’s reevaluation of its operating and reportable segments, effective for the first quarter of fiscal year 2023. The purchase agreement with the sellers of ProModel Corporation also stipulates that certain funds would be held in escrow (such funds, the “Indemnity Escrow Deposit”, the “Distribution Withholding Deposit”, and the “Adjustment Escrow Deposit”), for the benefit of the seller. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Adjustment Escrow Amount of $200, the Distribution Withholding Escrow Amount of $100, and the Indemnity Escrow Amount of $100 shall be held in escrow until released in accordance with the purchase agreement and the Escrow Agreement. The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. April 7, 2022 Cash paid $ 8,559  Equity issued 7,501  Purchase consideration $ 16,060  Assets: Cash $ 4,094  Accounts receivable 743  Prepaid expenses and other current assets 1,600  Contract assets 398  Property and equipment 83  Other non-current assets 21  Intangible assets 9,300  Total assets acquired $ 16,239  Liabilities: Accounts payable 5  Accrued liabilities 7,752  Contract liabilities 1,555  Deferred tax liabilities 1,458  Total liabilities acquired $ 10,770  Fair value of net identifiable assets acquired 5,469  Goodwill $ 10,591  The following table summarizes the intangible assets acquired by class: April 7, 2022 Technology $ 3,500  Customer relationships 5,800  Total intangible assets $ 9,300  The acquired technology and customer relationship intangible assets have a weighted-average estimated useful lives of 7 years and 20 years, respectively. The fair value of the acquired technology was determined using the relief from royalty (“RFR”) method. The fair value of the acquired customer relationships was determined using the excess earnings method. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill related to the acquisition is deductible. Pro Forma Financial Data (Unaudited) The following table presents the pro forma consolidated results of operations of BigBear.ai for the six-month period ended June 30, 2022 as though the acquisition of ProModel Corporation had been completed as of January 1, 2021. Six Months Ended June 30, 2022 Net revenue $ 75,248  Net loss (75,669) The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if the business combination had taken place as of January 1, 2021, nor do they represent the results that may occur in the future. Accordingly, the pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future.

v3.23.2

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, short-term debt, including the current portion of long-term debt, accrued liabilities, and other current liabilities are reflected on the consolidated balance sheets at amounts that approximate fair value because of the short-term nature of these financial assets and liabilities. Private warrants, Private Placement (“PIPE”) warrants, and warrants issued under the registered direct offering (“RDO warrants”) are valued using a modified Black-Scholes option pricing model (“OPM”), which is considered to be a Level 3 fair value measurement. See Note O—Warrants for information on the Level 3 inputs used to value the private warrants and PIPE warrants. The table below presents the financial liabilities measured at fair value on a recurring basis: June 30, 2023 Balance Sheet Caption Level 1 Level 2 Level 3 Total PIPE warrants Derivative liabilities $ —  $ —  $ 26,667  $ 26,667  RDO warrants Derivative liabilities —  —  17,417  17,417  Private warrants Derivative liabilities —  —  42  42  December 31, 2022 Balance Sheet Caption Level 1 Level 2 Level 3 Total Private warrants Other non-current liabilities $ —  $ —  $ 9  $ 9  The changes in the fair value of the Level 3 liabilities are as follows: PIPE warrants RDO warrants Private warrants December 31, 2022 $ —  $ —  $ 9  Additions 14,893  15,536  —  Changes in fair value 11,774  1,881  33  Settlements —  —  —  June 30, 2023 $ 26,667  $ 17,417  $ 42

v3.23.2

Intangible Assets, net	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, net	Intangible Assets, net The intangible asset balances and accumulated amortization are as follows: June 30, 2023 Gross carrying amount Accumulated amortization Net carrying amount Weighted average useful life in years Customer relationships $ 74,600  $ (9,568) $ 65,032  20 Technology 26,200  (9,284) 16,916  7 Total $ 100,800  $ (18,852) $ 81,948  December 31, 2022 Gross carrying amount Accumulated amortization Net carrying amount Weighted average useful life in years Customer relationships $ 74,600  $ (7,702) $ 66,898  20 Technology 26,200  (7,413) 18,787  7 Total $ 100,800  $ (15,115) $ 85,685  The table below presents the amortization expense related to intangible assets for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization expense related to intangible assets $ 1,868  0 $ 1,820  $ 3,737  $ 3,490  The table below presents the estimated amortization expense on intangible assets for the next five years and thereafter as of June 30, 2023: Remainder of 2023 $ 3,736  2024 7,473  2025 7,473  2026 7,473  2027 6,912  Thereafter 48,881  Total estimated amortization expense $ 81,948

v3.23.2

Prepaid expenses and other current assets	6 Months Ended
	Jun. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses and other current assets	Prepaid expenses and other current assets The table below presents details on prepaid expenses and other current assets: June 30, 2023 December 31, 2022 Prepaid insurance $ 1,484  $ 3,205  Prepaid expenses 1,679  1,663  Prepaid taxes 1,816  1,827  Pre-contract costs(1) 63  3,605  Total prepaid expenses and other current assets $ 5,042  $ 10,300  (1) Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs). Pre-contract costs that are initially capitalized in prepaid assets and other current assets are generally recognized as cost of revenues consistent with the transfer of products or services to the customer upon the receipt of the anticipated contract. All other pre-contract costs, including start-up costs, are expensed as incurred.

v3.23.2

Accrued Liabilities	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Accrued Liabilities	Accrued Liabilities The table below presents details on accrued liabilities: June 30, 2023 December 31, 2022 Payroll accruals $ 13,295  $ 11,319  Accrued interest 564  567  Other accrued expenses 1,771  1,480  Total accrued liabilities $ 15,630  $ 13,366

v3.23.2

Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt The table below presents the Company’s debt balances: June 30, 2023 December 31, 2022 Convertible Notes $ 200,000  $ 200,000  Bank of America Senior Revolver —  —  D&O Financing Loan 522  2,059  Total debt 200,522  202,059  Less: unamortized issuance costs 6,704  7,682  Total debt, net 193,818  194,377  Less: current portion 522  2,059  Long-term debt, net $ 193,296  $ 192,318  Convertible Notes On December 7, 2021, the previously announced merger (“Merger”) with GigCapital4, Inc. (“GigCapital4”) was consummated and the Company issued $200.0 million of unsecured convertible notes (the “Convertible Notes”) to certain investors. The Convertible Notes bear interest at a rate of 6.0% per annum, payable semi-annually, and not including any interest payments that are settled with the issuance of shares, were initially convertible into 17,391,304 shares of the Company’s common stock at an initial Conversion Price of $11.50. The Conversion Price is subject to adjustments. On May 29, 2022, pursuant to the Convertible Note indenture, the conversion rate applicable to the Convertible Notes was adjusted to 94.2230 (previously 86.9565) shares of common stock per $1,000 principal amount of Convertible Notes because the average of the daily volume-weighted average price of the common stock during the preceding 30 trading days was less than $10.00 (the “Conversion Rate Reset”). After giving effect to the Conversion Rate Reset, the Conversion Price is $10.61 and the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. The Convertible Note financing matures on December 15, 2026. The Company may, at its election, force conversion of the Convertible Notes after December 15, 2022 and prior to October 7, 2026 if the trading price of the Company’s common stock exceeds 130% of the conversion price for 20 out of the preceding 30 trading days and the 30-day average daily trading volume ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to $3.0 million for the first two years after the initial issuance of the Convertible Notes and $2.0 million thereafter. Upon such conversion, the Company will be obligated to pay all regularly scheduled interest payments, if any, due on the converted Convertible Notes on each interest payment date occurring after the conversion date for such conversion to, but excluding, the maturity date (such interest payments, an “Interest Make-Whole Payments”). In the event that a holder of the Convertible Notes elects to convert the Convertible Notes (a) prior to December 15, 2024, the Company will be obligated to pay an amount equal to twelve months of interest or (b) on or after December 15, 2024 but prior to December 15, 2025, any accrued and unpaid interest plus any remaining amounts that would be owed up to, but excluding, December 15, 2025. The Interest Make-Whole Payments will be payable in cash or shares of the common stock at the Company’s election, as set forth in the Indenture. Following certain corporate events that occur prior to the maturity date or if the Company exercises its mandatory conversion right in connection with such corporate events, the conversion rate will be increased in certain circumstances for a holder who elects, or has been forced, to convert its Convertible Notes in connection with such corporate events. If a Fundamental Change (as defined in the Convertible Note indenture) occurs prior to the maturity date, holders of the Convertible Notes will have the right to require the Company to repurchase all or any portion of their Convertible Notes in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. The Convertible Notes require the Company to meet certain financial and other covenants. As of June 30, 2023, the Company was in compliance with all covenants. On May 29, 2022, pursuant to the conversion rate adjustment provisions in the Convertible Note indenture, the Conversion Price was adjusted to $10.61 (or 94.2230 shares of common stock per one thousand dollars of principal amount of Convertible Notes). Subsequent to the adjustment, the Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. During the three and six months ended June 30, 2023, Convertible Notes with a principal of $1,000 and $2,000 were exercised for 94 and 188 shares of the Company’s common stock, respectively. As of June 30, 2023, the Company has an outstanding balance of $200.0 million related to the Convertible Notes, which is recorded on the balance sheet net of approximately $6.7 million of unamortized debt issuance costs. Bank of America Senior Revolver The Company is party to a senior credit agreement with Bank of America, N.A. (the “Bank of America Credit Agreement”), entered into on December 7, 2021 (the “Closing Date”), subsequently amended on November 8, 2022, providing the Company with a $25.0 million senior secured revolving credit facility (the “Senior Revolver”). Proceeds from the Senior Revolver will be used to fund working capital needs, capital expenditures, and other general corporate purposes. The Senior Revolver matures on December 7, 2025 (the “Maturity Date”). The Senior Revolver is secured by a pledge of 100% of the equity of certain of the Company’s wholly owned subsidiaries and a security interest in substantially all of the Company’s tangible and intangible assets. The Senior Revolver includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as the “swing loans.” Any issuance of letters of credit or making of a swing loan will reduce the amount available under the revolving credit facility. The Company may increase the commitments under the Senior Revolver in an aggregate amount of up to the greater of $25.0 million or 100% of consolidated adjusted EBITDA plus any additional amounts so long as certain conditions, including compliance with the applicable financial covenants for such period, in each case on a pro forma basis, are satisfied. As of the Closing Date, borrowings under the Senior Revolver bear interest, at the Company’s option, at: (i)A Base Rate plus a Base Rate Margin of 2.00%. Base Rate is a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) Bloomberg Short-Term Yield Index (“BSBY”) Rate plus 1.00%; or (ii)The BSBY Rate plus a BSBY Margin of 1.00%. The Base Rate Margin and BSBY Margin became subject to adjustment based on the Company’s Secured Net Leverage Ratio after March 31, 2022. The Company is also required to pay unused commitment fees and letter of credit fees under the Bank of America Credit Agreement. The Second Amendment (defined below) increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%. The Bank of America Credit Agreement requires the Company to meet certain financial and other covenants. The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of June 30, 2022, and as a result was unable to draw on the facility. The Company notified Bank of America N.A. of the covenant violation, and on August 9, 2022, entered into the First Amendment (the “First Amendment”) to the Bank of America Credit Agreement, which, among other things, waived the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio provided for in the Credit Agreement for the quarter ended June 30, 2022. The Company was not in compliance with the Fixed Charge Coverage ratio requirement as of September 30, 2022, and as a result was unable to draw on the facility. On November 8, 2022, the Company entered into a Second Amendment to the Bank of America Credit Agreement (the “Second Amendment”), which modifies key terms of the Senior Revolver. As a result of the Second Amendment, funds available under the Senior Revolver are reduced to $25.0 million from $50.0 million, limited to a borrowing base of 90% of Eligible Prime Government Receivables and Eligible Subcontractor Government Receivables, plus 85% of Eligible Commercial Receivables. Additionally, the Second Amendment increased the Base Rate Margin, BSBY Margin and unused commitment fees by 0.25%. Following entry into the Second Amendment, the Senior Revolver no longer is subject to a minimum Fixed Charge Coverage ratio covenant. In order for the facility to become available for borrowings (the “initial availability quarter”), the Company must report Adjusted EBITDA of at least one dollar. Commencing on the first fiscal quarter after the initial availability quarter, the Company is required to have aggregated reported Adjusted EBITDA of at least $1 over the two preceding quarters to maintain its ability to borrow under the Senior Revolver (though the inability to satisfy such condition does not result in a default under the Senior Revolver). Failure to meet these Adjusted EBITDA requirements is not deemed to be a default but will limit the Company’s ability to make borrowings under the Senior Revolver until such time that the Company is able meet the Adjusted EBITDA thresholds as defined in the Second Amendment. The Company did not meet the Adjusted EBITDA requirement during the six months ended June 30, 2023, and is unable to draw on the Senior Revolver as of June 30, 2023. The Second Amendment removes the requirement that the Company demonstrate compliance with the minimum Fixed Charge Coverage ratio. Based on current forecasts, management believes that it is reasonably likely that the Company may fail to meet the minimum Adjusted EBITDA requirements of the Bank of America Credit Agreement in future periods and therefore, may be unable to draw on the facility. Management performed a cash flow analysis to identify the Company’s projected approximate cash flow and liquidity needs for the next 12 months. Based on the Company’s projected cash flow and liquidity needs, we believe that our cash from operating activities generated from continuing operations during the year will be adequate for the next 12 months to meet our anticipated uses of cash flow, including payroll obligations, working capital, operating lease obligations, capital expenditures and debt service costs, and it is considered unlikely that the Company would require access to draw funds on the Senior Revolver in the foreseeable future. As of June 30, 2023, the Company had not drawn on the Senior Revolver. Unamortized debt issuance costs of $168 as of June 30, 2023, are recorded on the consolidated balance sheets and are presented in other non-current assets. The Bank of America Credit Agreement requires the Company to deliver monthly borrowing base certificates. The Company did not deliver such monthly borrowing base certificates for the months ending December 31, 2022, January 31, 2023, February 28, 2023, and March 31, 2023. Bank of America N.A. notified the Company of the reporting violation, and on April 21, 2023, Bank of America N.A. and the Company entered into the Third Amendment (the “Third Amendment”) to the Bank of America Credit Agreement, which, among other things, waived the requirement that the Company deliver the monthly borrowing base certificate for the months ending December 31, 2022, January 31, 2023, February 28, 2023, and March 31, 2023, and removed the reporting requirement to deliver a monthly borrowing base certificate going forward until the Company meets the Adjusted EBITDA requirements set forth above and is permitted to draw on the Senior Revolver. D&O Financing Loan On December 8, 2021, the Company entered into a $4,233 loan (the “D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2022. The D&O Financing Loan had an interest rate of 1.50% per annum and a maturity date of December 8, 2022. On December 8, 2022, the Company entered into a $2,059 loan (the “2023 D&O Financing Loan”) with AFCO Credit Corporation to finance the Company’s directors and officers insurance premium through December 2023. The 2023 D&O Financing Loan required an upfront payment of $1,109 and has an interest rate of 5.75% per annum and a maturity date of December 8, 2023.

v3.23.2

Leases	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	Leases The Company is obligated under operating leases for certain real estate and office equipment assets. The Company’s finance leases are not material. Certain leases contained predetermined fixed escalation of minimum rents at rates ranging from 2.5% to 5.4% per annum and remaining lease terms of up to eight years, some of which include renewal options that could extend certain leases to up to an additional five years. The following table presents supplemental information related to leases at June 30, 2023: Weighted average remaining lease term 5.07 Weighted average discount rate 10.55  % The table below presents the rent expense under all leases for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2023 Rent expense $ 371  $ 748  Rent expense for the three months ended June 30, 2023 includes $31 of short-term lease costs and $49 of variable lease costs. Rent expense for the six months ended June 30, 2023 includes $94 of short-term lease costs and $71 of variable lease costs. The Company subleases certain leases. As of June 30, 2023, the Company has subleased four of its real estate leases and recognized $52 and $91 of sublease income on the consolidated statements of operations during the three and six months ended June 30, 2023, respectively. The following table presents supplemental cash flow and non-cash information related to leases: Six Months Ended June 30, 2023 Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from leases $ 691  As of June 30, 2023, the future annual minimum lease payments for operating leases are as follows: Remainder of 2023 $ 761  2024 1,261  2025 1,207  2026 1,138  2027 531  Thereafter 3,625  Total future minimum lease payments $ 8,523  Less amounts related to imputed interest (2,959) Present value of future minimum lease payments 5,564  Less current portion of long-term lease liability 850  Long-term lease liability $ 4,714

v3.23.2

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The table below presents the effective income tax rate for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Effective tax rate —  % 3.1  % (0.1) % 2.3  % The Company was taxed as a corporation for federal, state, and local income tax purposes for the three and six month periods ended June 30, 2023 and June 30, 2022. The effective tax rate for the three and six month periods ended June 30, 2023 and June 30, 2022 differ from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences between book and taxable income, certain discrete items, and the change in valuation allowance, including a change in valuation allowance resulting from the ProModel Corporation acquisition during the three and six months ended June 30, 2022.

v3.23.2

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contingencies in the Normal Course of Business Under certain contracts with the U.S. government and certain governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Legal Proceedings The Company is subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated balance sheets, consolidated statements of operations, or cash flows.

v3.23.2

Written Put Option	6 Months Ended
	Jun. 30, 2023
Derivative Instrument Detail [Abstract]
Written Put Option	Written Put Option Immediately prior to the stockholder vote for the Merger, GigCapital4 executed a series of Forward Share Purchase Agreements (“FPAs”) with Highbridge Tactical Credit Master Fund. L.P. and Highbridge SPAC Opportunity Fund, L.P. (the “Highbridge Investors”), Tenor Opportunity Master Fund Ltd. (“Tenor”), and Glazer Capital, LLC and Meteora Capital, LLC (the “Glazer Investors”, together with the Highbridge Investors and Tenor, the “Investors”). The FPAs provide that each of the Investors would not redeem their shares and instead would hold the shares for a period of up to three months following the consummation of the Merger, at which time they would have the right to sell the shares to the Company for $10.15 per share (the “Written Put Option”). The Investors had the right to sell shares on the open market before the end of the three-month period provided that the share price was at least $10.00 per share. If the Investors sold any shares in the open market within the first month of the three-month period and at a price greater than $10.05 per share, the Company would pay the Investors $0.05 per share sold. The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor: December 6, 2021 Highbridge Investors 2,453,195 Tenor 2,499,608 Glazer Investors 5,000,000 Total shares 9,952,803 During the first quarter of 2022, the Company settled the derivative liability associated with the Written Put Option by repurchasing all 9,952,803 shares of its common stock at the Investors’ request. Certain of the Investors requested for their shares to be repurchased prior to the end of the three-month period at a reduced price per share. As a result, 5,000,000 shares were repurchased at $10.125 per share during the first quarter of 2022. During the three months ended March 31, 2022, the derivative liability was remeasured to its intrinsic value at each date that the underlying shares were repurchased. The resulting gain of $1,281 was presented in net increase (decrease) in fair value of derivatives on the consolidated statement of operations during the first quarter of 2022. The intrinsic value of the Written Put Option upon settlement was $43,546 and was recognized directly in equity during the first quarter of 2022. Warrants Registered Direct Offering Warrants On June 13, 2023, the Company consummated the closing of a registered direct offering pursuant to an Underwriting Agreement with Cowen and Company, LLC, as representative of the underwriters, for the sale and purchase of an aggregate of 11,848,341 shares of common stock at par value (“Common Stock”) and accompanying common warrants (“RDO warrants”). Each share of Common Stock is accompanied by a common warrant to purchase three-quarters of a share of Common Stock at an exercise price of $2.32 per share. The RDO warrants are initially exercisable for up to 8,886,255 shares of Common Stock at a combined purchase price of $2.11 per share of Common Stock and accompanying common warrant. The RDO warrants will become exercisable six months after issuance and have a five-year term. The table below presents the value of the RDO warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 June 13, 2023 Value of each RDO warrant $ 1.96 $ 1.96 Exercise price $ 2.32 $ 2.32 Common stock price $ 2.35 $ 2.30 Expected option term (years) 5.5 5.5 Expected volatility 113.20% 118.60% Risk-free rate of return 4.10% 4.00% Expected annual dividend yield —% —% As of June 30, 2023, the RDO warrants have a fair value of $17,417 and are presented on the consolidated balance sheets within derivative liabilities. A loss of $1,881, which includes transaction costs associated with the issuance of the RDO warrants, was recognized for the three and six months ended June 30, 2023, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. As of June 30, 2023, there were 8,886,255 RDO warrants issued and outstanding. PIPE Warrants On January 19, 2023, the Company consummated the closing of a private placement (the “Private Placement”) by and among the Company and Armistice Capital Master Fund Ltd (the “Purchaser”). At the closing of the Private Placement, the Company issued 13,888,889 shares of the Company’s common stock at par value and warrants to purchase up to an additional 13,888,889 shares of common stock (the “PIPE warrants”). The PIPE warrants have an exercise price of $2.39 per share and may be exercisable as of July 19, 2023 until July 19, 2028. The PIPE warrants are subject to a 4.99% beneficial ownership limitation that precludes the Purchaser from exercising any portion of the PIPE warrants to the extent that, following such exercise, the Purchaser’s beneficial ownership of our then outstanding common stock would exceed 4.99%. The table below presents the value of the PIPE warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 January 19, 2023 Value of each PIPE warrant $ 1.92 $ 1.22 Exercise price $ 2.39 $ 2.39 Common stock price $ 2.35 $ 1.87 Expected option term (years) 5.1 5.5 Expected volatility 113.20% 82.10% Risk-free rate of return 4.10% 3.40% Expected annual dividend yield —% —% As of June 30, 2023, the PIPE warrants have a fair value of $26,667 and are presented on the consolidated balance sheets within derivative liabilities. A loss of $1,250 and $11,774 were recognized as a result of the change in fair value for the three and six months ended June 30, 2023, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. As of June 30, 2023, there were 13,888,889 PIPE warrants issued and outstanding. Public Warrants Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on December 7, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; (4) if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus available throughout the 30-day notice period; and (5) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including stock dividends, stock splits, extraordinary dividends, consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares. As of June 30, 2023 and December 31, 2022, there were 12,150,878 and 12,115,130 public warrants issued and outstanding, respectively. Private Warrants The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than GigAcquisitions4, LLC (“Sponsor”), Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the “Underwriters”), or any respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The Sponsor, the Underwriters, and any respective permitted transferees have the option to exercise the private warrants on a cashless basis. The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 December 31, 2022 Fair value of each private warrant $ 0.24 $ 0.04  Exercise price $ 11.50 $ 11.50  Common stock price $ 2.35 $ 0.67  Expected option term (in years) 3.4 3.9 Expected volatility 61.40% 72.10  % Risk-free rate of return 4.40% 4.10  % Expected annual dividend yield —% —  % As of June 30, 2023 and December 31, 2022, the private warrants have a fair value of $42 and $9 and are presented on the consolidated balance sheets within derivative liabilities and other non-current liabilities, respectively. The following was recognized as a result of the change in fair value for the three and six months ended June 30, 2023 and June 30, 2022, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2023 2023 2022 2023 2022 (Gain) loss on change in fair value of private warrants $ (10) $ (199) $ 33  $ (181) As of June 30, 2023 and December 31, 2022, there were 174,894 and 210,642 private warrants issued and outstanding, respectively.

v3.23.2

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Stockholders’ Equity	Stockholders’ Equity Common Stock The table below presents the details of the Company’s authorized common stock as of the following periods: June 30, 2023 December 31, 2022 Common stock: Authorized shares of common stock 500,000,000 500,000,000 Common stock par value per share $ 0.0001  $ 0.0001  Common stock outstanding at the period end 155,452,774  127,022,363  Treasury Stock During the six months ended June 30, 2022, the Company repurchased 9,952,803 shares at a cost of $57,350 to settle the Company’s obligations under the FPAs. These shares are measured at cost and presented as treasury stock on the consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity. Dividend Rights Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Company’s preferred stock or any class or series of stock having a preference over or the right to participate with the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Company’s common stock out of the assets of the Corporation that are legally available for this purpose at such times and in such amounts as the Company’s Board in its discretion shall determine. Voting Rights Each outstanding share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of common stock do not have cumulative voting rights. Conversion or Redemption Rights The Company’s common stock is neither convertible nor redeemable. Liquidation Rights Upon the Company’s liquidation, the holders of the Company’s common stock are entitled to receive prorata the Company’s assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of the Company’s preferred stock then outstanding. Preferred Stock The table below presents the details of the Company’s authorized preferred stock as of the following periods: June 30, 2023 December 31, 2022 Preferred stock: Authorized shares of preferred stock 1,000,000 1,000,000 Preferred stock par value per share $ 0.0001  $ 0.0001  Preferred stock outstanding at the period end — — The Company’s Board may, without further action by the Company’s stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the Company’s common stock. Satisfaction of any dividend preferences of outstanding shares of the Company’s preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Upon the affirmative vote of a majority of the total number of directors then in office, the Company’s Board may issue shares of the Company’s preferred stock with voting and conversion rights which could adversely affect the holders of shares of the Company’s common stock.

v3.23.2

Warrants	6 Months Ended
	Jun. 30, 2023
Warrants and Rights Note Disclosure [Abstract]
Warrants	Written Put Option Immediately prior to the stockholder vote for the Merger, GigCapital4 executed a series of Forward Share Purchase Agreements (“FPAs”) with Highbridge Tactical Credit Master Fund. L.P. and Highbridge SPAC Opportunity Fund, L.P. (the “Highbridge Investors”), Tenor Opportunity Master Fund Ltd. (“Tenor”), and Glazer Capital, LLC and Meteora Capital, LLC (the “Glazer Investors”, together with the Highbridge Investors and Tenor, the “Investors”). The FPAs provide that each of the Investors would not redeem their shares and instead would hold the shares for a period of up to three months following the consummation of the Merger, at which time they would have the right to sell the shares to the Company for $10.15 per share (the “Written Put Option”). The Investors had the right to sell shares on the open market before the end of the three-month period provided that the share price was at least $10.00 per share. If the Investors sold any shares in the open market within the first month of the three-month period and at a price greater than $10.05 per share, the Company would pay the Investors $0.05 per share sold. The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor: December 6, 2021 Highbridge Investors 2,453,195 Tenor 2,499,608 Glazer Investors 5,000,000 Total shares 9,952,803 During the first quarter of 2022, the Company settled the derivative liability associated with the Written Put Option by repurchasing all 9,952,803 shares of its common stock at the Investors’ request. Certain of the Investors requested for their shares to be repurchased prior to the end of the three-month period at a reduced price per share. As a result, 5,000,000 shares were repurchased at $10.125 per share during the first quarter of 2022. During the three months ended March 31, 2022, the derivative liability was remeasured to its intrinsic value at each date that the underlying shares were repurchased. The resulting gain of $1,281 was presented in net increase (decrease) in fair value of derivatives on the consolidated statement of operations during the first quarter of 2022. The intrinsic value of the Written Put Option upon settlement was $43,546 and was recognized directly in equity during the first quarter of 2022. Warrants Registered Direct Offering Warrants On June 13, 2023, the Company consummated the closing of a registered direct offering pursuant to an Underwriting Agreement with Cowen and Company, LLC, as representative of the underwriters, for the sale and purchase of an aggregate of 11,848,341 shares of common stock at par value (“Common Stock”) and accompanying common warrants (“RDO warrants”). Each share of Common Stock is accompanied by a common warrant to purchase three-quarters of a share of Common Stock at an exercise price of $2.32 per share. The RDO warrants are initially exercisable for up to 8,886,255 shares of Common Stock at a combined purchase price of $2.11 per share of Common Stock and accompanying common warrant. The RDO warrants will become exercisable six months after issuance and have a five-year term. The table below presents the value of the RDO warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 June 13, 2023 Value of each RDO warrant $ 1.96 $ 1.96 Exercise price $ 2.32 $ 2.32 Common stock price $ 2.35 $ 2.30 Expected option term (years) 5.5 5.5 Expected volatility 113.20% 118.60% Risk-free rate of return 4.10% 4.00% Expected annual dividend yield —% —% As of June 30, 2023, the RDO warrants have a fair value of $17,417 and are presented on the consolidated balance sheets within derivative liabilities. A loss of $1,881, which includes transaction costs associated with the issuance of the RDO warrants, was recognized for the three and six months ended June 30, 2023, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. As of June 30, 2023, there were 8,886,255 RDO warrants issued and outstanding. PIPE Warrants On January 19, 2023, the Company consummated the closing of a private placement (the “Private Placement”) by and among the Company and Armistice Capital Master Fund Ltd (the “Purchaser”). At the closing of the Private Placement, the Company issued 13,888,889 shares of the Company’s common stock at par value and warrants to purchase up to an additional 13,888,889 shares of common stock (the “PIPE warrants”). The PIPE warrants have an exercise price of $2.39 per share and may be exercisable as of July 19, 2023 until July 19, 2028. The PIPE warrants are subject to a 4.99% beneficial ownership limitation that precludes the Purchaser from exercising any portion of the PIPE warrants to the extent that, following such exercise, the Purchaser’s beneficial ownership of our then outstanding common stock would exceed 4.99%. The table below presents the value of the PIPE warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 January 19, 2023 Value of each PIPE warrant $ 1.92 $ 1.22 Exercise price $ 2.39 $ 2.39 Common stock price $ 2.35 $ 1.87 Expected option term (years) 5.1 5.5 Expected volatility 113.20% 82.10% Risk-free rate of return 4.10% 3.40% Expected annual dividend yield —% —% As of June 30, 2023, the PIPE warrants have a fair value of $26,667 and are presented on the consolidated balance sheets within derivative liabilities. A loss of $1,250 and $11,774 were recognized as a result of the change in fair value for the three and six months ended June 30, 2023, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations. As of June 30, 2023, there were 13,888,889 PIPE warrants issued and outstanding. Public Warrants Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire on December 7, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption as follows: (1) in whole and not in part; (2) at a price of $0.01 per warrant; (3) upon a minimum of 30 days’ prior written notice of redemption; (4) if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus available throughout the 30-day notice period; and (5) only if the last reported closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the Company public warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including stock dividends, stock splits, extraordinary dividends, consolidation, combination, reverse stock split or reclassification of shares of the Company’s common stock or other similar event. In no event will the Company be required to net cash settle the warrant shares. As of June 30, 2023 and December 31, 2022, there were 12,150,878 and 12,115,130 public warrants issued and outstanding, respectively. Private Warrants The terms and provisions of the public warrants above also apply to the private warrants. If the private warrants are held by holders other than GigAcquisitions4, LLC (“Sponsor”), Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the “Underwriters”), or any respective permitted transferees, the private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. The Sponsor, the Underwriters, and any respective permitted transferees have the option to exercise the private warrants on a cashless basis. The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 December 31, 2022 Fair value of each private warrant $ 0.24 $ 0.04  Exercise price $ 11.50 $ 11.50  Common stock price $ 2.35 $ 0.67  Expected option term (in years) 3.4 3.9 Expected volatility 61.40% 72.10  % Risk-free rate of return 4.40% 4.10  % Expected annual dividend yield —% —  % As of June 30, 2023 and December 31, 2022, the private warrants have a fair value of $42 and $9 and are presented on the consolidated balance sheets within derivative liabilities and other non-current liabilities, respectively. The following was recognized as a result of the change in fair value for the three and six months ended June 30, 2023 and June 30, 2022, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2023 2023 2022 2023 2022 (Gain) loss on change in fair value of private warrants $ (10) $ (199) $ 33  $ (181) As of June 30, 2023 and December 31, 2022, there were 174,894 and 210,642 private warrants issued and outstanding, respectively.

v3.23.2

Equity-Based Compensation	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Equity-Based Compensation	Equity-Based Compensation Class B Unit Incentive Plan In February 2021, the Company’s Parent, BBAI Ultimate Holdings, LLC (“Parent”), adopted a compensatory benefit plan (the “Class B Unit Incentive Plan”) to provide incentives to directors, managers, officers, employees, consultants, advisors, and/or other service providers of the Company’s Parent or its Subsidiaries in the form of the Parent’s Class B Units (“Incentive Units”). Incentive Units have a participation threshold of $1.00 and are divided into three tranches (“Tranche I,” “Tranche II,” and “Tranche III”). Tranche I Incentive Units are subject to performance-based, service-based, and market-based conditions. The grant date fair value for the Incentive Units was $5.19 per unit. The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows: February 16, 2021 Volatility 57.0% Risk-free interest rate 0.1% Expected time to exit (in years) 1.6 On July 29, 2021, the Company’s Parent amended the Class B Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units immediately became fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement”) dated June 4, 2021. The Company’s Parent also amended the Class B Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class B Unit Incentive Plan, rather than only upon the occurrence of an Exit Sale, subject to the market-based condition stipulated in the Class B Unit Incentive Plan prior to its amendment. Equity-based compensation for awards with performance conditions is based on the probable outcome of the related performance condition. The performance conditions required to vest per the amended Incentive Plan remain improbable until they occur due to the unpredictability of the events required to meet the vesting conditions. As such events are not considered probable until they occur, recognition of equity-based compensation for the Incentive Units is deferred until the vesting conditions are met. Once the event occurs, unrecognized compensation cost associated with the performance-vesting Incentive Units (based on their modification date fair value) will be recognized based on the portion of the requisite service period that has been rendered. The modification date fair value of the Incentive Units was $9.06 per unit. The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows: July 29, 2021 Volatility 46.0% Risk-free interest rate 0.2% Expected time to exit (in years) 1.2 The volatility used in the determination of the fair value of the Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Successor. On December 7, 2021, the previously announced Merger was consummated. As a result, the Tranche I and Tranche III Incentive Units immediately became fully vested and the performance condition for the Tranche II Incentive Units was met. The fair value determined at the date of the amendment of the Class B Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units is recognized over the derived service period of 30 months from the modification date. The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of approximately 25 months. The table below presents the activity in Tranche II of the Class B Units: Unvested as of December 31, 2022 1,295,000  Forfeited (120,000) Unvested as of June 30, 2023 1,175,000  As of June 30, 2023, there was approximately $2,456 of unrecognized compensation costs related to Tranche II Incentive Units, which is expected to be recognized over the remaining weighted average period of 0.58 years. Stock Options On December 7, 2021, the Company adopted the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by providing eligible employees, prospective employees, consultants, and non-employee directors of the Company the opportunity to receive stock- and cash-based incentive awards. During the six months ended June 30, 2023, pursuant to the Plan, the Company’s Board of Directors granted certain grantees Stock Options to purchase shares of the Company’s common stock at a weighted-average exercise price of $2.00. The Stock Options vest over four years with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. Vesting is contingent upon continued employment or service to the Company and is accelerated in the event of death, disability, or a change in control, subject to certain conditions; both the vested and unvested portion of a Grantee’s Stock Options will be immediately forfeited and cancelled if the Grantee ceases employment or service to the Company. The Stock Options expire on the 10th anniversary of the grant date. The table below presents the fair value of the Stock Options granted during the six months ended June 30, 2023 using the Black-Scholes OPM and the following assumptions: Number of Stock Options granted 2,627,325 Price of common stock on the grant date $1.93 to $2.74 Expected option term (in years) 5.8 to 6.2 Expected volatility(1) 96.8% to 118% Risk-free rate of return 3.3% to 3.9% Expected annual dividend yield —% Fair value of the Stock Options on the grant date $1.51 to $2.29 (1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies. The table below presents the activity in the Stock Options: Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,982,893  $ 2.89  9.64 $ —  Granted 2,627,325  2.00  Forfeited (523,415) 2.56  Expired (31,504) 8.32  Outstanding as of June 30, 2023 5,055,299  $ 2.42  9.44 $ 3,108  Vested and exercisable as of June 30, 2023 251,275  $ 6.05  8.83 $ 67  The Stock Options had $3,108 intrinsic value as of June 30, 2023. The Company recognizes equity-based compensation expense for the Stock Options equal to the fair value of the awards on a straight-line basis over the service based vesting period. As of June 30, 2023, there was approximately $6,605 of unrecognized compensation costs related to the Stock Options, which is expected to be recognized over the remaining weighted average period of 2.54 years. Restricted Stock Units During the six months ended June 30, 2023, pursuant to the Plan, the Company’s Board of Directors communicated the key terms and committed to grant Restricted Stock Units (“RSUs”) to certain employees and nonemployee directors. The Company granted 7,206,201 RSUs to employees during the six months ended June 30, 2023. RSUs granted to employees generally vest over four years, with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. RSUs granted to nonemployee directors vest 25% each quarter following the grant date. Vesting of RSUs is accelerated in the event of death, disability, or a change in control, subject to certain conditions. The table below presents the activity in the RSUs: RSUs Outstanding Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 7,595,185  $ 2.35  Granted 7,206,201  2.05  Vested (3,014,846) 1.77  Forfeited (1,026,518) 3.36  Unvested as of June 30, 2023 10,760,022  $ 2.22  As of June 30, 2023, there was approximately $22,658 of unrecognized compensation costs related to the RSUs, which is expected to be recognized over the remaining weighted average period of 3.11 years. Performance Stock Units Pursuant to the Plan, the Company’s Board of Directors communicated the key terms and granted Performance Stock Units (“PSUs”) to certain employees. The Company grants PSUs to certain employees with performance measures specific to the role of that employee (“Discretionary PSUs”). During the six months ended June 30, 2023, the Company granted 182,482 Discretionary PSUs. The Company also granted 1,251,636 PSUs to employees under the Company’s Short-term Incentive Plan (“STIP PSUs”), which contain performance measures based on a combination of Company’s financial performance as well as the individual’s personal performance. The number of Discretionary PSUs and STIP PSUs that will vest is based on the achievement of the performance criteria during each respective annual measurement period, provided that the employees remain in continuous service on each vesting date. Vesting will not occur unless a minimum performance criteria threshold is achieved. The table below presents the activity in the PSUs: PSUs Outstanding Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 287,500 $ 4.86  Granted 1,434,118  2.01  Forfeited (186,757) 6.76  Unvested as of June 30, 2023 1,534,861 $ 1.96  As of June 30, 2023, it was not considered probable that the performance conditions of the Discretionary PSUs would be achieved. As a result, no equity-based compensation was recognized for the Discretionary PSUs during the six months ended June 30, 2023. As of June 30, 2023, it was considered probable that the performance conditions of the STIP PSUs would be achieved. There was approximately $780 of unrecognized compensation costs related to the STIP PSUs, which is expected to be recognized over the remaining weighted average period of 0.73 years. Employee Share Purchase Plan (“ESPP”) Concurrently with the adoption of the Plan, the Company’s Board of Directors adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which authorizes the grant of rights to purchase common stock of the Company to employees, officers, and directors (if they are otherwise employees) of the Company. As of January 1, 2022, the Company reserved an aggregate of 3,974,948 common shares (subject to annual increases on January 1 of each year and ending in 2031) of the Company’s common stock for grants under the ESPP. As of June 30, 2023, 1,216,532 shares had been sold under the ESPP and the Company has withheld employee contributions of $661, which are presented on the consolidated balance sheets within other current liabilities. Equity-based compensation expense related to purchase rights issued under the ESPP is based on the Black-Scholes OPM fair value of the estimated number of awards as of the beginning of the offering period. Equity-based compensation expense is recognized using the straight-line method over the offering period. The table below presents the assumptions used to estimate the grant date fair value of the purchase rights under the ESPP: ESPP grant date June 1, 2023 December 1, 2022 Price of common stock on the grant date $ 2.09 $ 0.88 Expected term (in years) 0.50 0.50 Expected volatility(1) 162.2% 110.0% Risk-free rate of return 5.4% 4.6% Expected annual dividend yield —% —% Fair value of the award on the grant date $ 1.23 $ 0.40 (1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies. As of June 30, 2023, there was approximately $760 of unrecognized compensation costs related to the ESPP, which is expected to be recognized over the remaining weighted average period of 0.42 years. Equity-based Compensation Expense The table below presents the total equity-based compensation expense recognized for Class B Units, Stock Options, RSUs, PSUs and ESPP in selling, general and administrative expense, cost of revenues, and research and development for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Equity-based compensation expense in selling, general and administrative $ 2,319  $ 3,928  $ 5,122  $ 6,999  Equity-based compensation expense in cost of revenues 1,442  1,009  2,316  1,709  Equity-based compensation expense in research and development 233  143  361  230  Total equity-based compensation expense $ 3,994  $ 5,080  $ 7,799  $ 8,938

v3.23.2

Net Loss Per Share	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share The numerators and denominators of the basic and diluted net loss per share are computed as follows (in thousands, except per share, unit and per unit data):   Three Months Ended June 30, Six Months Ended June 30, Basic and diluted net loss per share 2023 2022 2023 2022 Numerator: Net loss $ (16,895) $ (56,844) $ (43,109) $ (75,669) Denominator: Weighted average shares outstanding—basic and diluted 145,469,043  126,223,903  142,027,938  129,037,598  Basic and diluted net loss per Share $ (0.12) $ (0.45) $ (0.30) $ (0.59) As of June 30, 2023, there were outstanding Stock Options to purchase 5,055,299 shares of common stock at a weighted-average exercise price of $2.42, outstanding private warrants and public warrants to convert to 174,894 shares and 12,150,878 shares, respectively, of common stock at a price of $11.50 per share, outstanding PIPE warrants to convert to 13,888,889 shares of common stock at a price of $2.39 per share, outstanding RDO warrants to convert to 8,886,255 shares of common stock at a price of $2.32 per share, convertible notes to convert to 18,844,600 shares of common stock at a conversion price of $10.61, ESPP contributions for the option to acquire 1,062,602 shares of common stock, and outstanding restricted stock units and performance stock units representing the right to receive 10,760,022 shares and 1,534,861 shares of common stock, respectively. Because of the net loss incurred during the three and six months ended June 30, 2023, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations. As of June 30, 2022, there were outstanding Stock Options to purchase 957,569 shares of common stock at a weighted-average exercise price of $8.18, outstanding private warrants and public warrants to convert to 319,893 shares and 12,005,879 shares, respectively, of common stock at a price of $11.50 per share, convertible notes to convert to 18,844,600 shares of common stock at an initial conversion price of $10.61, ESPP contributions for the option to acquire 477,280 shares of common stock, and outstanding restricted stock units and performance stock units representing the right to receive 3,035,461 shares and 150,000 shares of common stock, respectively. Because of the net loss incurred during the three and six months ended June 30, 2022, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations.

v3.23.2

Revenues	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenues	Revenues All revenues were generated within the United States of America. The table below presents total revenues by contract type for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Time and materials $ 21,122  $ 26,659  $ 48,281  $ 50,657  Firm fixed price 12,577  6,855  22,977  14,952  Cost-reimbursable 4,760  4,099  9,355  8,394  Total revenues $ 38,459  $ 37,613  $ 80,613  $ 74,003  The majority of the Company’s revenue is recognized over time. Revenue derived from contracts that recognize revenue at a point in time was insignificant for all periods presented. The table below summarizes the activity in the allowance for expected credit losses: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Beginning balance $ 980  $ 43  $ 98  $ 43  Additions 675  44  1,557  44  Write-offs —  —  —  —  Ending balance $ 1,655  $ 87  $ 1,655  $ 87  Concentration of Risk Revenue earned from customers contributing in excess of 10% of total revenues are presented in the tables below for the following periods: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Total Percent of total revenues Total Percent of total revenues Customer A $ 7,360  19  % $ 16,243  20  % Customer B 5,027  13  % 11,790  15  % Customer C 5,856  15  % 10,524  13  % Customer D(1) 5,004  13  % 9,226  11  % All others 15,212  40  % 32,830  41  % Total revenues $ 38,459  100  % $ 80,613  100  % Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Total Percent of total revenues Total Percent of total revenues Customer A $ 7,577  20  % $ 12,928  17  % Customer B 7,326  19  % 14,590  20  % Customer C 4,405  12  % 8,902  12  % Customer D(1) 556  1  % 1,506  2  % All others 17,749  48  % 36,077  49  % Total revenues $ 37,613  100  % $ 74,003  100  % (1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability. Contract Balances The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: June 30, 2023 December 31, 2022 Contract assets $ 346  $ 1,312  Contract liabilities $ 2,000  $ 2,022  The change in contract assets between December 31, 2022 and June 30, 2023 was primarily driven by an increase in invoices issued to customers for services rendered. The change in contract liability balances between December 31, 2022 and June 30, 2023 was primarily driven by an increase in services rendered to customers that were previously invoiced. Revenue recognized in the six months ended June 30, 2023 that was included in the contract liability balance as of December 31, 2022 was $2,022. When the Company’s estimate of total costs to be incurred to satisfy a performance obligation exceeds the expected revenue, the Company recognizes the loss immediately. When the Company determines that a change in estimate has an impact on the associated profit of a performance obligation, the Company records the cumulative positive or negative adjustment in the consolidated statements of operations. Changes in estimates and assumptions related to the status of certain long-term contracts may have a material effect on the Company’s operating results. The following table summarizes the impact of the net estimates at completion (“EAC”) adjustments on the Company’s operating results: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net EAC Adjustments, before income taxes $ (1,631) $ (654) $ 365  $ (634) Net EAC Adjustments, net of income taxes $ (1,288) $ (517) $ 288  $ (501) Net EAC Adjustments, net of income taxes, per diluted share $ (0.01) $ —  $ —  $ —  Remaining Performance Obligations The Company includes in its computation of remaining performance obligations customer orders for which it has accepted signed sales orders and generally includes the funded and unfunded components of contracts that have been awarded. As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $77 million. The Company expects to recognize approximately 99% of its remaining performance obligations as revenue within the next 12 months and the balance thereafter.

v3.23.2

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsDuring the three and six months ended June 30, 2023, respectively, the Company paid or accrued $298 and $593 as compensation expense for the members of the Board of Directors, including equity-based compensation related to the RSUs of $208 and $413, which is reflected in the selling, general and administrative expenses within the consolidated statements of operations. During the three and six months ended June 30, 2022, respectively, the Company paid or accrued $589 and $1,175 as compensation expense for the members of the Board of Directors, including equity-based compensation related to the RSUs of $325 and $647, which is reflected in the selling, general and administrative expenses within the consolidated statements of operations.

v3.23.2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation We prepared these accompanying unaudited consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. Amounts presented within the consolidated financial statements and accompanying notes are presented in thousands of U.S. dollars unless stated otherwise, except for percentages, units, shares, per unit, and per share amounts. In the opinion of management, these consolidated financial statements reflect all adjustments that are of a normal recurring nature necessary for a fair presentation of our results of operations, financial condition, and cash flows for the interim periods presented. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our consolidated financial statements include, but are not limited to, accounting for revenue and cost recognition; evaluation of goodwill; intangible assets; and other assets for impairment; income taxes; equity-based compensation; fair value measurements; and contingencies. We eliminate intercompany balances and transactions in consolidation. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or future periods. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Segment Information	Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. As of December 31, 2022, the Company had two operating and reportable segments that were organized by sector: Cyber & Engineering and Analytics. During the first quarter of 2023, the Company reevaluated its operating and reportable segments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280 - Segment Reporting, following an organizational and legal entity restructuring, which allowed the Company to align its operations with how the business will be managed. As a result of such changes, the performance of the Company’s operations are evaluated by the CODM using the consolidated financial results of the Company. As a result of this reevaluation, effective for the first quarter of fiscal year 2023, the Company determined it that it manages its operations as a single operating and reportable segment. The single reportable segment is consistent with information used by the CODM to assess performance, make operating decisions, and allocate resources. The Company evaluates the operating performance of its one segment based upon information included in management reports.
Accounts Receivable	Accounts ReceivableThe Company generally records a receivable when revenue is recognized as the timing of revenue recognition may differ from the timing of payment from customers. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 60 days. The Company's accounts receivables do not bear interest, and they are recorded at the invoiced amount less an estimated allowance for expected credit losses. In addition to estimating an allowance based on specific identification of certain receivables that have a higher probability of not being paid, the Company also records an estimate for expected credit losses for the remaining receivables in the aggregate using a loss-rate method that considers historical bad debts, age of customer receivable balances, and current customer receivable balances. Additionally, the Company considers future reasonable and supportable forecasts of economic conditions to adjust historical loss rate percentages as necessary. Balances are written-off when determined to be uncollectible. The provision for expected credit losses is recorded in selling, general, and administrative expenses in the consolidated statements of operations.
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The amendments in ASU 2016-13 require an entity to record an allowance for credit losses for certain financial instruments and financial assets, including accounts receivable, based on expected losses rather than incurred losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The new guidance is effective for the years beginning after December 15, 2022, including interim periods. The Company prospectively adopted ASU 2016-13 as of January 1, 2023. The adoption of ASU 2016-13 did not have a material impact to the Company’s consolidated financial statements or related disclosures.

v3.23.2

Restructuring Charges (Tables)	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Charges by Reportable Segment	The table below presents the activity in restructuring charges for the six months ended June 30, 2023: As of December 31, 2022 $ 1,535  Additions 780  Settlements (1,966) As of June 30, 2023 $ 349

v3.23.2

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Assets And Liabilities Assumed	The following table summarizes the fair value of the consideration transferred and the estimated fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. April 7, 2022 Cash paid $ 8,559  Equity issued 7,501  Purchase consideration $ 16,060  Assets: Cash $ 4,094  Accounts receivable 743  Prepaid expenses and other current assets 1,600  Contract assets 398  Property and equipment 83  Other non-current assets 21  Intangible assets 9,300  Total assets acquired $ 16,239  Liabilities: Accounts payable 5  Accrued liabilities 7,752  Contract liabilities 1,555  Deferred tax liabilities 1,458  Total liabilities acquired $ 10,770  Fair value of net identifiable assets acquired 5,469  Goodwill $ 10,591
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination	The following table summarizes the intangible assets acquired by class: April 7, 2022 Technology $ 3,500  Customer relationships 5,800  Total intangible assets $ 9,300
Schedule of Pro Forma Information	The following table presents the pro forma consolidated results of operations of BigBear.ai for the six-month period ended June 30, 2022 as though the acquisition of ProModel Corporation had been completed as of January 1, 2021. Six Months Ended June 30, 2022 Net revenue $ 75,248  Net loss (75,669)

v3.23.2

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Financial Liabilities Measured At Fair Value On Recurring Basis	The table below presents the financial liabilities measured at fair value on a recurring basis: June 30, 2023 Balance Sheet Caption Level 1 Level 2 Level 3 Total PIPE warrants Derivative liabilities $ —  $ —  $ 26,667  $ 26,667  RDO warrants Derivative liabilities —  —  17,417  17,417  Private warrants Derivative liabilities —  —  42  42  December 31, 2022 Balance Sheet Caption Level 1 Level 2 Level 3 Total Private warrants Other non-current liabilities $ —  $ —  $ 9  $ 9
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	The changes in the fair value of the Level 3 liabilities are as follows: PIPE warrants RDO warrants Private warrants December 31, 2022 $ —  $ —  $ 9  Additions 14,893  15,536  —  Changes in fair value 11,774  1,881  33  Settlements —  —  —  June 30, 2023 $ 26,667  $ 17,417  $ 42

v3.23.2

Intangible Assets, net (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	The intangible asset balances and accumulated amortization are as follows: June 30, 2023 Gross carrying amount Accumulated amortization Net carrying amount Weighted average useful life in years Customer relationships $ 74,600  $ (9,568) $ 65,032  20 Technology 26,200  (9,284) 16,916  7 Total $ 100,800  $ (18,852) $ 81,948  December 31, 2022 Gross carrying amount Accumulated amortization Net carrying amount Weighted average useful life in years Customer relationships $ 74,600  $ (7,702) $ 66,898  20 Technology 26,200  (7,413) 18,787  7 Total $ 100,800  $ (15,115) $ 85,685
Finite-lived Intangible Assets Amortization Expense	The table below presents the amortization expense related to intangible assets for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization expense related to intangible assets $ 1,868  0 $ 1,820  $ 3,737  $ 3,490
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	The table below presents the estimated amortization expense on intangible assets for the next five years and thereafter as of June 30, 2023: Remainder of 2023 $ 3,736  2024 7,473  2025 7,473  2026 7,473  2027 6,912  Thereafter 48,881  Total estimated amortization expense $ 81,948

v3.23.2

Prepaid expenses and other current assets (Tables)	6 Months Ended
	Jun. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Other Current Assets	The table below presents details on prepaid expenses and other current assets: June 30, 2023 December 31, 2022 Prepaid insurance $ 1,484  $ 3,205  Prepaid expenses 1,679  1,663  Prepaid taxes 1,816  1,827  Pre-contract costs(1) 63  3,605  Total prepaid expenses and other current assets $ 5,042  $ 10,300  (1) Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs).

v3.23.2

Accrued Liabilities (Tables)	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities	The table below presents details on accrued liabilities: June 30, 2023 December 31, 2022 Payroll accruals $ 13,295  $ 11,319  Accrued interest 564  567  Other accrued expenses 1,771  1,480  Total accrued liabilities $ 15,630  $ 13,366

v3.23.2

Debt (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Debt	The table below presents the Company’s debt balances: June 30, 2023 December 31, 2022 Convertible Notes $ 200,000  $ 200,000  Bank of America Senior Revolver —  —  D&O Financing Loan 522  2,059  Total debt 200,522  202,059  Less: unamortized issuance costs 6,704  7,682  Total debt, net 193,818  194,377  Less: current portion 522  2,059  Long-term debt, net $ 193,296  $ 192,318

v3.23.2

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of Lease, Cost	The following table presents supplemental information related to leases at June 30, 2023: Weighted average remaining lease term 5.07 Weighted average discount rate 10.55  % The table below presents the rent expense under all leases for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2023 Rent expense $ 371  $ 748  The following table presents supplemental cash flow and non-cash information related to leases: Six Months Ended June 30, 2023 Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from leases $ 691
Schedule of Lessee, Operating Lease, Liability, Maturity	As of June 30, 2023, the future annual minimum lease payments for operating leases are as follows: Remainder of 2023 $ 761  2024 1,261  2025 1,207  2026 1,138  2027 531  Thereafter 3,625  Total future minimum lease payments $ 8,523  Less amounts related to imputed interest (2,959) Present value of future minimum lease payments 5,564  Less current portion of long-term lease liability 850  Long-term lease liability $ 4,714

v3.23.2

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	The table below presents the effective income tax rate for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Effective tax rate —  % 3.1  % (0.1) % 2.3  %

v3.23.2

Written Put Option (Tables)	6 Months Ended
	Jun. 30, 2023
Derivative Instrument Detail [Abstract]
Schedule of Reverse Capitalization	The following table indicates the aggregate number of shares of common stock subject to the FPAs by each Investor: December 6, 2021 Highbridge Investors 2,453,195 Tenor 2,499,608 Glazer Investors 5,000,000 Total shares 9,952,803

v3.23.2

Stockholders’ Equity (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of Authorized Stock	The table below presents the details of the Company’s authorized common stock as of the following periods: June 30, 2023 December 31, 2022 Common stock: Authorized shares of common stock 500,000,000 500,000,000 Common stock par value per share $ 0.0001  $ 0.0001  Common stock outstanding at the period end 155,452,774  127,022,363  The table below presents the details of the Company’s authorized preferred stock as of the following periods: June 30, 2023 December 31, 2022 Preferred stock: Authorized shares of preferred stock 1,000,000 1,000,000 Preferred stock par value per share $ 0.0001  $ 0.0001  Preferred stock outstanding at the period end — —

v3.23.2

Warrants (Tables)	6 Months Ended
	Jun. 30, 2023
Warrants and Rights Note Disclosure [Abstract]
Schedule of Derivatives Fair Value Assumptions	The table below presents the value of the RDO warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 June 13, 2023 Value of each RDO warrant $ 1.96 $ 1.96 Exercise price $ 2.32 $ 2.32 Common stock price $ 2.35 $ 2.30 Expected option term (years) 5.5 5.5 Expected volatility 113.20% 118.60% Risk-free rate of return 4.10% 4.00% Expected annual dividend yield —% —% The table below presents the value of the PIPE warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 January 19, 2023 Value of each PIPE warrant $ 1.92 $ 1.22 Exercise price $ 2.39 $ 2.39 Common stock price $ 2.35 $ 1.87 Expected option term (years) 5.1 5.5 Expected volatility 113.20% 82.10% Risk-free rate of return 4.10% 3.40% Expected annual dividend yield —% —% The table below presents the value of the private warrants under the Black-Scholes OPM using the following assumptions as of the following dates: June 30, 2023 December 31, 2022 Fair value of each private warrant $ 0.24 $ 0.04  Exercise price $ 11.50 $ 11.50  Common stock price $ 2.35 $ 0.67  Expected option term (in years) 3.4 3.9 Expected volatility 61.40% 72.10  % Risk-free rate of return 4.40% 4.10  % Expected annual dividend yield —% —  %
Schedule of Derivatives Change in Fair Value	The following was recognized as a result of the change in fair value for the three and six months ended June 30, 2023 and June 30, 2022, respectively, and are presented in net increase (decrease) in fair value of derivatives on the consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2023 2023 2022 2023 2022 (Gain) loss on change in fair value of private warrants $ (10) $ (199) $ 33  $ (181)

v3.23.2

Equity-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Share-based Payment Award, Valuation Assumptions	The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows: February 16, 2021 Volatility 57.0% Risk-free interest rate 0.1% Expected time to exit (in years) 1.6 The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows: July 29, 2021 Volatility 46.0% Risk-free interest rate 0.2% Expected time to exit (in years) 1.2
Schedule of Share-based Payment Arrangement, Activity	The table below presents the activity in Tranche II of the Class B Units: Unvested as of December 31, 2022 1,295,000  Forfeited (120,000) Unvested as of June 30, 2023 1,175,000
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	The table below presents the fair value of the Stock Options granted during the six months ended June 30, 2023 using the Black-Scholes OPM and the following assumptions: Number of Stock Options granted 2,627,325 Price of common stock on the grant date $1.93 to $2.74 Expected option term (in years) 5.8 to 6.2 Expected volatility(1) 96.8% to 118% Risk-free rate of return 3.3% to 3.9% Expected annual dividend yield —% Fair value of the Stock Options on the grant date $1.51 to $2.29 (1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies.
Schedule of Share-based Payment Arrangement, Option, Activity	The table below presents the activity in the Stock Options: Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,982,893  $ 2.89  9.64 $ —  Granted 2,627,325  2.00  Forfeited (523,415) 2.56  Expired (31,504) 8.32  Outstanding as of June 30, 2023 5,055,299  $ 2.42  9.44 $ 3,108  Vested and exercisable as of June 30, 2023 251,275  $ 6.05  8.83 $ 67
Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity	The table below presents the activity in the RSUs: RSUs Outstanding Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 7,595,185  $ 2.35  Granted 7,206,201  2.05  Vested (3,014,846) 1.77  Forfeited (1,026,518) 3.36  Unvested as of June 30, 2023 10,760,022  $ 2.22
Schedule of Share-based Payment Arrangement, Performance Shares, Activity	The table below presents the activity in the PSUs: PSUs Outstanding Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2022 287,500 $ 4.86  Granted 1,434,118  2.01  Forfeited (186,757) 6.76  Unvested as of June 30, 2023 1,534,861 $ 1.96
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions	The table below presents the assumptions used to estimate the grant date fair value of the purchase rights under the ESPP: ESPP grant date June 1, 2023 December 1, 2022 Price of common stock on the grant date $ 2.09 $ 0.88 Expected term (in years) 0.50 0.50 Expected volatility(1) 162.2% 110.0% Risk-free rate of return 5.4% 4.6% Expected annual dividend yield —% —% Fair value of the award on the grant date $ 1.23 $ 0.40 (1) Expected volatility is based on a combination of implied and historical equity volatility of selected reasonably similar publicly traded companies.
Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount	The table below presents the total equity-based compensation expense recognized for Class B Units, Stock Options, RSUs, PSUs and ESPP in selling, general and administrative expense, cost of revenues, and research and development for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Equity-based compensation expense in selling, general and administrative $ 2,319  $ 3,928  $ 5,122  $ 6,999  Equity-based compensation expense in cost of revenues 1,442  1,009  2,316  1,709  Equity-based compensation expense in research and development 233  143  361  230  Total equity-based compensation expense $ 3,994  $ 5,080  $ 7,799  $ 8,938

v3.23.2

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The numerators and denominators of the basic and diluted net loss per share are computed as follows (in thousands, except per share, unit and per unit data):   Three Months Ended June 30, Six Months Ended June 30, Basic and diluted net loss per share 2023 2022 2023 2022 Numerator: Net loss $ (16,895) $ (56,844) $ (43,109) $ (75,669) Denominator: Weighted average shares outstanding—basic and diluted 145,469,043  126,223,903  142,027,938  129,037,598  Basic and diluted net loss per Share $ (0.12) $ (0.45) $ (0.30) $ (0.59)

v3.23.2

Revenues (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	The table below presents total revenues by contract type for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Time and materials $ 21,122  $ 26,659  $ 48,281  $ 50,657  Firm fixed price 12,577  6,855  22,977  14,952  Cost-reimbursable 4,760  4,099  9,355  8,394  Total revenues $ 38,459  $ 37,613  $ 80,613  $ 74,003
Schedule of Summarized Activity of Allowance for Expected Credit Losses	The table below summarizes the activity in the allowance for expected credit losses: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Beginning balance $ 980  $ 43  $ 98  $ 43  Additions 675  44  1,557  44  Write-offs —  —  —  —  Ending balance $ 1,655  $ 87  $ 1,655  $ 87
Schedules of Concentration of Risk, by Risk Factor	Revenue earned from customers contributing in excess of 10% of total revenues are presented in the tables below for the following periods: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Total Percent of total revenues Total Percent of total revenues Customer A $ 7,360  19  % $ 16,243  20  % Customer B 5,027  13  % 11,790  15  % Customer C 5,856  15  % 10,524  13  % Customer D(1) 5,004  13  % 9,226  11  % All others 15,212  40  % 32,830  41  % Total revenues $ 38,459  100  % $ 80,613  100  % Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Total Percent of total revenues Total Percent of total revenues Customer A $ 7,577  20  % $ 12,928  17  % Customer B 7,326  19  % 14,590  20  % Customer C 4,405  12  % 8,902  12  % Customer D(1) 556  1  % 1,506  2  % All others 17,749  48  % 36,077  49  % Total revenues $ 37,613  100  % $ 74,003  100  % (1) Customers that contributed in excess of 10% of consolidated revenues in any period presented have been included in all periods presented for comparability.
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable	The table below presents the contract assets and contract liabilities included on the consolidated balance sheets for the following periods: June 30, 2023 December 31, 2022 Contract assets $ 346  $ 1,312  Contract liabilities $ 2,000  $ 2,022
Schedule of Impact of the Net Estimates at Completion Adjustments on the Company’s Operating	The following table summarizes the impact of the net estimates at completion (“EAC”) adjustments on the Company’s operating results: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net EAC Adjustments, before income taxes $ (1,631) $ (654) $ 365  $ (634) Net EAC Adjustments, net of income taxes $ (1,288) $ (517) $ 288  $ (501) Net EAC Adjustments, net of income taxes, per diluted share $ (0.01) $ —  $ —  $ —

v3.23.2

Summary of Significant Accounting Policies (Details) - segment	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Number of operating segments	1	2
Number of reportable segments	1	2
Minimum
Property, Plant and Equipment [Line Items]
Accounts receivable payment term	30 days
Maximum
Property, Plant and Equipment [Line Items]
Accounts receivable payment term	60 days

v3.23.2

Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 25		$ 0	$ 780	$ 0
Liability Reflecting Unpaid Employee Separation Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges				$ 349		$ 1,535
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 780

v3.23.2

Restructuring Charges - Schedule of Restructuring Charges (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 1,535
Additions	780
Settlements	(1,966)
Ending balance	$ 349

v3.23.2

Business Combinations - Narrative (Details) - ProModel Corporation Acquisition $ in Thousands	Apr. 07, 2022 USD ($) shares
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Purchase consideration	$ 16,060
Escrow deposit	200
Distribution escrow amount	100
Adjustment escrow amount	$ 100
Technology
Business Acquisition [Line Items]
Intangible assets, useful life	7 years
Customer relationships
Business Acquisition [Line Items]
Intangible assets, useful life	20 years
Common Stock
Business Acquisition [Line Items]
Units issued to acquiree (in shares) | shares	649,976

v3.23.2

Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		6 Months Ended
	Apr. 07, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Equity issued		$ 0	$ 7,501
Liabilities:
Goodwill		$ 48,683		$ 48,683
ProModel Corporation Acquisition
Business Acquisition [Line Items]
Cash paid	$ 8,559
Equity issued	7,501
Purchase consideration	16,060
Assets:
Cash	4,094
Accounts receivable	743
Prepaid expenses and other current assets	1,600
Contract assets	398
Property and equipment	83
Other non-current assets	21
Intangible assets	9,300
Total assets acquired	16,239
Liabilities:
Accounts payable	5
Accrued liabilities	7,752
Contract liabilities	1,555
Deferred tax liabilities	1,458
Total liabilities acquired	10,770
Fair value of net identifiable assets acquired	5,469
Goodwill	$ 10,591

v3.23.2

Business Combinations - Intangible Assets Acquired By Class (Details) - ProModel Corporation Acquisition $ in Thousands	Apr. 07, 2022 USD ($)
Business Acquisition [Line Items]
Total intangible assets	$ 9,300
Technology
Business Acquisition [Line Items]
Total intangible assets	3,500
Customer relationships
Business Acquisition [Line Items]
Total intangible assets	$ 5,800

v3.23.2

Business Combinations - Pro Forma (Details) - ProModel Corporation Acquisition $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Net revenue	$ 75,248
Net loss	$ (75,669)

v3.23.2

Fair Value of Financial Instruments - Financial Liabilities Measured At Fair Value On a Recurring Basis (Details) - Fair Value Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
PIPE warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	$ 26,667
RDO warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	17,417
Private warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	42	$ 9
Level 1 | PIPE warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0
Level 1 | RDO warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0
Level 1 | Private warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0	0
Level 2 | PIPE warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0
Level 2 | RDO warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0
Level 2 | Private warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	0	0
Level 3 | PIPE warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	26,667
Level 3 | RDO warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	17,417
Level 3 | Private warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities fair value disclosure	$ 42	$ 9

v3.23.2

Fair Value of Financial Instruments - Fair Value, Net Derivative Liabilities (Details) - Level 3 $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
PIPE warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Additions	14,893
Changes in fair value	11,774
Settlements	0
Ending balance	26,667
RDO warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Additions	15,536
Changes in fair value	1,881
Settlements	0
Ending balance	17,417
Private warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	9
Additions	0
Changes in fair value	33
Settlements	0
Ending balance	$ 42

v3.23.2

Intangible Assets, net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 100,800	$ 100,800
Accumulated amortization	(18,852)	(15,115)
Net carrying amount	81,948	85,685
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	74,600	74,600
Accumulated amortization	(9,568)	(7,702)
Net carrying amount	$ 65,032	$ 66,898
Weighted average useful life in years	20 years	20 years
Technology
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 26,200	$ 26,200
Accumulated amortization	(9,284)	(7,413)
Net carrying amount	$ 16,916	$ 18,787
Weighted average useful life in years	7 years	7 years

v3.23.2

Intangible Assets, Net - Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense related to intangible assets	$ 1,868	$ 1,820	$ 3,737	$ 3,490

v3.23.2

Intangible Assets, net - Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023	$ 3,736
2024	7,473
2025	7,473
2026	7,473
2027	6,912
Thereafter	48,881
Net carrying amount	$ 81,948	$ 85,685

v3.23.2

Prepaid expenses and other current assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 1,484	$ 3,205
Prepaid expenses	1,679	1,663
Prepaid taxes	1,816	1,827
Pre-contract costs	63	3,605
Total prepaid expenses and other current assets	$ 5,042	$ 10,300

v3.23.2

Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll accruals	$ 13,295	$ 11,319
Accrued interest	564	567
Other accrued expenses	1,771	1,480
Total accrued liabilities	$ 15,630	$ 13,366

v3.23.2

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 200,522	$ 202,059
Less: unamortized issuance costs	6,704	7,682
Total debt, net	193,818	194,377
Less: current portion	522	2,059
Long-term debt, net	193,296	192,318
Convertible Notes
Debt Instrument [Line Items]
Total debt	200,000	200,000
Bank of America Senior Revolver
Debt Instrument [Line Items]
Total debt	0	0
D&O Financing Loan
Debt Instrument [Line Items]
Total debt	$ 522	$ 2,059

v3.23.2

Debt - Convertible Notes (Details)				3 Months Ended	6 Months Ended
	May 29, 2022 USD ($) d $ / shares shares	May 28, 2022	Dec. 07, 2021 USD ($) d vote $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 $ / shares
Debt Instrument [Line Items]
Debt instrument, convertible, conversion price (in usd per share) | $ / shares				$ 10.61	$ 10.61	$ 10.61
Convertible notes payable				$ 200,000,000	$ 200,000,000
Common Stock
Debt Instrument [Line Items]
Shares converted (in shares) | shares	94.2230
Issuance of shares for exercised convertible notes (in shares) | shares				94	188
Convertible Notes Payable
Debt Instrument [Line Items]
Debt, face amount	$ 1,000		$ 200,000,000
Stated interest rate percentage			6.00%
Conversion ratio	94.2230	86.9565
Debt instrument, convertible, average daily trading days | d	30		30
Daily volume weighted average price (in usd per shares) | $ / shares	$ 10.00
Debt instrument, convertible, threshold consecutive trading days | vote			20
Debt instrument, trading days			30 days
Debt instrument, convertible, for first two years after initial issuance			$ 3,000,000
Debt instrument, convertible, term of after initial issuance			2 years
Debt instrument, convertible, thereafter			$ 2,000,000
Debt instrument, convertible, obligated equal amount to pay of interest, term			12 months
Principal of convertible notes				$ 1,000	$ 2,000
Unamortized debt issuance expense				$ 6,700,000	$ 6,700,000
Convertible Notes Payable | Common Stock
Debt Instrument [Line Items]
Debt instrument, shares issuable (in shares) | shares	18,844,600		17,391,304
Debt instrument, convertible, conversion price (in usd per share) | $ / shares	$ 10.61		$ 11.50
Debt instrument, convertible, threshold percentage of stock price trigger			130.00%
Convertible Debt, Par Value
Debt Instrument [Line Items]
Debt, face amount			$ 1,000

v3.23.2

Debt - Successor Debt- Bank of America Senior Revolver (Details) - USD ($)	Nov. 08, 2022	Dec. 07, 2021	Jun. 30, 2023	Nov. 07, 2022
Other Noncurrent Assets
Debt Instrument [Line Items]
Unamortized debt issuance expense			$ 168,000
Bank of America Senior Revolver
Debt Instrument [Line Items]
Line of credit facility collateral percentage		100.00%
Line of credit facility increase in maximum borrowing capacity		$ 25,000,000
Line of credit facility increase in maximum borrowing capacity as percentage of EBITDA		100.00%
Remaining borrowing capacity	$ 25,000,000			$ 50,000,000
Percentage of government receivables	90.00%
Percentage of commercial receivables	85.00%
Bank of America Senior Revolver | Base Rate
Debt Instrument [Line Items]
Variable rate		2.00%
Bank of America Senior Revolver | Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable rate		0.50%
Bank of America Senior Revolver | Bloomberg Short-Term Yield Index Rate
Debt Instrument [Line Items]
Variable rate		1.00%
Commitment fee percentage	0.25%
Bank of America Senior Revolver | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 25,000,000

v3.23.2

Debt - D&O Financing Loan (Details) - USD ($)	Dec. 08, 2022	Dec. 08, 2021
D&O Financing Loan
Debt Instrument [Line Items]
Debt, face amount		$ 4,233,000
Stated interest rate percentage		1.50%
2023 D&O Financing Loan
Debt Instrument [Line Items]
Debt, face amount	$ 2,059
Stated interest rate percentage	5.75%
Upfront payment	$ 1,109,000

v3.23.2

Leases - Narrative (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($) sublease	Jun. 30, 2023 USD ($) sublease
Lessee, Lease, Description [Line Items]
Renewal term	5 years	5 years
Short-term lease costs	$ 31	$ 94
Variable lease costs	$ 49	$ 71
Number of subleases | sublease	4	4
Sublease income	$ 52	$ 91
Minimum
Lessee, Lease, Description [Line Items]
Discount rate	2.50%	2.50%
Maximum
Lessee, Lease, Description [Line Items]
Discount rate	5.40%	5.40%
Operating lease, remaining lease terms	8 years	8 years

v3.23.2

Leases - Supplemental Information Related to Leases (Details)	Jun. 30, 2023
Leases [Abstract]
Weighted average remaining lease term	5 years 25 days
Weighted average discount rate	10.55%

v3.23.2

Leases - Rent expense (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Leases [Abstract]
Rent expense	$ 371	$ 748

v3.23.2

Leases - Supplemental Cash Flow and Non-Cash Information Related to Leases (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from leases	$ 691

v3.23.2

Leases - Future Annual Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, to be Paid [Abstract]
Remainder of 2023	$ 761
2024	1,261
2025	1,207
2026	1,138
2027	531
Thereafter	3,625
Total future minimum lease payments	8,523
Less amounts related to imputed interest	(2,959)
Present value of future minimum lease payments	5,564
Less current portion of long-term lease liability	850	$ 806
Long-term lease liability	$ 4,714	$ 5,092

v3.23.2

Income Taxes - Effective Income Tax Rate Reconciliation (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	3.10%	(0.10%)	2.30%

v3.23.2

Written Put Option - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Dec. 06, 2021	Mar. 31, 2022
Derivative [Line Items]
Period for reduced price repurchase		3 months
Treasury stock acquired (usd per share)		$ 10.125
Derivative gain		$ 1,281
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Gain (Loss) on Derivative Instruments, Net, Pretax
Intrinsic value of Written Put Option upon settlement		$ 43,546
Total Investor Share Liability
Derivative [Line Items]
Stock repurchased (in shares)		9,952,803
Repurchase Price, Obligation Liability
Derivative [Line Items]
Stock repurchased (in shares)		5,000,000
Forward Share Purchase Agreements
Derivative [Line Items]
Earnout period, holding term	3 months
Forward Share Purchase Agreements | Derivative Instrument, Period, One
Derivative [Line Items]
Earnout period, stock price trigger (in usd per share)	$ 10.15
Forward Share Purchase Agreements | Derivative Instrument, Period, Two
Derivative [Line Items]
Earnout period, stock price trigger (in usd per share)	10.00
Forward Share Purchase Agreements | Derivative Instrument, Period, Three
Derivative [Line Items]
Earnout period, stock price trigger (in usd per share)	10.05
Earnout stock price overage (usd per shares)	$ 0.05

v3.23.2

Written Put Option - Aggregate number of shares of common stock (Details)	Dec. 06, 2021 shares
Reverse Capitalization [Line Items]
Shares held (in shares)	9,952,803
Highbridge Investors
Reverse Capitalization [Line Items]
Shares held (in shares)	2,453,195
Tenor
Reverse Capitalization [Line Items]
Shares held (in shares)	2,499,608
Glazer Investors
Reverse Capitalization [Line Items]
Shares held (in shares)	5,000,000

v3.23.2

Stockholders’ Equity - Schedule of Authorized Stock (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock:
Authorized shares of common stock (in shares)	500,000,000	500,000,000
Common stock par value per share (in usd per share)	$ 0.0001	$ 0.0001
Common stock outstanding (in shares)	155,452,774	127,022,363
Preferred stock:
Authorized shares of preferred stock (in shares)	1,000,000	1,000,000
Preferred stock par value per share (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock outstanding (in shares)	0	0

v3.23.2

Stockholders’ Equity (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 vote	Jun. 30, 2022 USD ($) shares
Common Units [Line Items]
Repurchase of shares as a result of forward share purchase agreements		$ 57,350
Voting right per share | vote	1
Treasury Stock
Common Units [Line Items]
Repurchase of shares as a result of forward purchase agreements (in shares) | shares		9,952,803
Repurchase of shares as a result of forward share purchase agreements		$ 57,350

v3.23.2

Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			6 Months Ended
	Feb. 11, 2021	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 13, 2023	Jan. 19, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Common stock issued (in shares)		155,452,774			155,452,774				127,022,363
Exercise price (in usd per shares)		$ 11.50	$ 11.50		$ 11.50	$ 11.50
Derivative loss				$ (1,281)
Minimum
Class of Warrant or Right [Line Items]
Minimum strike price (usd per share)	$ 18.00
RDO warrants
Class of Warrant or Right [Line Items]
Exercise price (in usd per shares)		$ 2.32			$ 2.32		$ 2.32
Fair value of derivative liability		$ 17,417			$ 17,417
Derivative loss		$ 1,881			$ 1,881
Warrants issued (in shares)		8,886,255			8,886,255
Warrants outstanding (in shares)		8,886,255			8,886,255
Number of securities called by warrant (in shares)		8,886,255			8,886,255
RDO warrants | Registered Direct Offering
Class of Warrant or Right [Line Items]
Common stock issued (in shares)							11,848,341
Exercise price (in usd per shares)							$ 2.32
Class of warrant or right, exercisable (in shares)							8,886,255
Combined purchase price (in usd per shares)							$ 2.11
Warrants and rights outstanding, term							5 years
PIPE warrants
Class of Warrant or Right [Line Items]
Exercise price (in usd per shares)		$ 2.39			$ 2.39			$ 2.39
Fair value of derivative liability		$ 26,667			$ 26,667
Derivative loss		$ 1,250			$ 11,774
Warrants issued (in shares)		13,888,889			13,888,889
Warrants outstanding (in shares)		13,888,889			13,888,889
Number of securities called by warrant (in shares)		13,888,889			13,888,889
PIPE warrants | Private Placement
Class of Warrant or Right [Line Items]
Common stock issued (in shares)								13,888,889
Exercise price (in usd per shares)								$ 2.39
Class of warrant or right, number of securities called by warrants or rights (in shares)								13,888,889
Beneficial ownership percentage								4.99%
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price (in usd per shares)	$ 11.50
Warrants issued (in shares)		12,150,878			12,150,878				12,115,130
Warrants outstanding (in shares)		12,150,878			12,150,878				12,115,130
Number of securities called by warrant (in shares)	1	12,150,878	12,005,879		12,150,878	12,005,879
Class of warrant or right, redemption price (usd per share)	$ 0.01
Minimum period of prior written notice of redemption of warrants	30 days
Warrants redemption covenant threshold trading period	20 days
Warrants redemption covenant threshold consecutive trading period	30 days				3 days
Private warrants
Class of Warrant or Right [Line Items]
Exercise price (in usd per shares)		$ 11.50			$ 11.50				$ 11.50
Fair value of derivative liability		$ 42			$ 42				$ 9
Derivative loss		$ 10	$ 199		$ (33)	$ 181
Warrants issued (in shares)		174,894			174,894				210,642
Warrants outstanding (in shares)		174,894			174,894				210,642
Number of securities called by warrant (in shares)		174,894	319,893		174,894	319,893

v3.23.2

Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares			6 Months Ended	12 Months Ended
	Jun. 13, 2023	Jan. 19, 2023	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Exercise price (in usd per shares)			$ 11.50		$ 11.50
RDO warrants
Class of Warrant or Right [Line Items]
Fair value of each warrant (in usd per share)	$ 1.96		1.96
Exercise price (in usd per shares)	2.32		2.32
Common stock price (in usd per share)	$ 2.30		$ 2.35
Expected option term (years)	5 years 6 months		5 years 6 months
Expected volatility	118.60%		113.20%
Risk-free rate of return	4.00%		4.10%
Expected annual dividend yield	0.00%		0.00%
PIPE warrants
Class of Warrant or Right [Line Items]
Fair value of each warrant (in usd per share)		$ 1.22	$ 1.92
Exercise price (in usd per shares)		2.39	2.39
Common stock price (in usd per share)		$ 1.87	$ 2.35
Expected option term (years)		5 years 6 months	5 years 1 month 6 days
Expected volatility		82.10%	113.20%
Risk-free rate of return		3.40%	4.10%
Expected annual dividend yield		0.00%	0.00%
Private warrants
Class of Warrant or Right [Line Items]
Fair value of each warrant (in usd per share)			$ 0.24	$ 0.04
Exercise price (in usd per shares)			11.50	11.50
Common stock price (in usd per share)			$ 2.35	$ 0.67
Expected option term (years)			3 years 4 months 24 days	3 years 10 months 24 days
Expected volatility			61.40%	72.10%
Risk-free rate of return			4.40%	4.10%
Expected annual dividend yield			0.00%	0.00%

v3.23.2

Warrants - Schedule of Derivatives Change in Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Class of Warrant or Right [Line Items]
(Gain) loss on change in fair value of private warrants			$ 1,281
Private warrants
Class of Warrant or Right [Line Items]
(Gain) loss on change in fair value of private warrants	$ (10)	$ (199)		$ 33	$ (181)

v3.23.2

Equity-Based Compensation - Narrative (Details)				1 Months Ended	3 Months Ended		5 Months Ended	6 Months Ended		12 Months Ended
	Jun. 01, 2023 $ / shares	Dec. 01, 2022 $ / shares	Jul. 29, 2021 $ / shares	Feb. 28, 2021 tranche $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2021	Jan. 01, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, fair value (in usd per share) | $ / shares								$ 2.00
Share-based payment, expense					$ 3,994,000	$ 5,080,000		$ 7,799,000	$ 8,938,000
Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in usd per share) | $ / shares			$ 9.06
Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost not yet recognized, period for recognition								6 months 29 days
Incentive Units | Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period							30 months			25 months
Cost not yet recognized, amount					2,456,000			$ 2,456,000
Incentive Units | Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive units participation threshold (in usd per share) | $ / shares				$ 1.00
Incentive units tranches | tranche				3
Incentive Units | Class B Unit Incentive Plan | Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in usd per share) | $ / shares				$ 5.19
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period								10 years
Cost not yet recognized, period for recognition								2 years 6 months 14 days
Vesting period								4 years
Intrinsic value					3,108,000			$ 3,108,000
Unrecognized compensation costs					6,605,000			$ 6,605,000
Stock Options | Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage								25.00%
Stock Options | Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage for each quarter								6.25%
Stock Options | Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage for each quarter								6.25%
Stock Options | Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage for each quarter								6.25%
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in usd per share) | $ / shares								$ 2.05
Cost not yet recognized, amount					22,658,000			$ 22,658,000
Cost not yet recognized, period for recognition								3 years 1 month 9 days
Vesting period								4 years
Granted (in shares) | shares								7,206,201
Restricted Stock Units (RSUs) | Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage								25.00%
Restricted Stock Units (RSUs) | Tranche One | Non-employee Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage								25.00%
Restricted Stock Units (RSUs) | Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage for each quarter								6.25%
Restricted Stock Units (RSUs) | Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage for each quarter								6.25%
Restricted Stock Units (RSUs) | Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage for each quarter								6.25%
Discretionary Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) | shares								182,482
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in usd per share) | $ / shares								$ 2.01
Cost not yet recognized, period for recognition								8 months 23 days
Unrecognized compensation costs					780,000			$ 780,000
Granted (in shares) | shares								1,434,118
Share-based payment, expense								$ 0
Performance Shares | Short-term Incentive Plan Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) | shares								1,251,636
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost not yet recognized, period for recognition								5 months 1 day
Unrecognized compensation costs					760,000			$ 760,000
Employee Stock | 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, fair value (in usd per share) | $ / shares	$ 1.23	$ 0.40
Shares reserved for ESPP (in shares) | shares											3,974,948
Shares issued in period (in shares) | shares								1,216,532
Withheld employee contributions					$ 661,000			$ 661,000

v3.23.2

Equity-Based Compensation - Assumptions used in Determining the Fair Value (Details) - $ / shares					6 Months Ended
	Jun. 01, 2023	Dec. 01, 2022	Jul. 29, 2021	Feb. 16, 2021	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options granted (in shares)					2,627,325
Fair value of the Stock Options on the grant date (in usd per share)					$ 2.00
Class B Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility				57.00%
Risk-free interest rate				0.10%
Expected time to exit (in years)				1 year 7 months 6 days
Incentive Units | Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility			46.00%
Risk-free interest rate			0.20%
Expected time to exit (in years)			1 year 2 months 12 days
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Stock Options granted (in shares)					2,627,325
Expected volatility, minimum					96.80%
Expected volatility, maximum					118.00%
Expected annual dividend yield					0.00%
Stock Options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate					3.30%
Expected time to exit (in years)					5 years 9 months 18 days
Price of common stock on the grant date (in usd per share)					$ 1.93
Fair value of the Stock Options on the grant date (in usd per share)					$ 1.51
Stock Options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate					3.90%
Expected time to exit (in years)					6 years 2 months 12 days
Price of common stock on the grant date (in usd per share)					$ 2.74
Fair value of the Stock Options on the grant date (in usd per share)					$ 2.29
Employee Stock | 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	162.20%	110.00%
Risk-free interest rate	5.40%	4.60%
Expected time to exit (in years)	6 months	6 months
Price of common stock on the grant date (in usd per share)	$ 2.09	$ 0.88
Expected annual dividend yield	0.00%	0.00%
Fair value of the Stock Options on the grant date (in usd per share)	$ 1.23	$ 0.40

v3.23.2

Equity-Based Compensation - Share Activity (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Incentive Units | Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	1,295,000
Forfeited (in shares)	(120,000)
Ending balance (in shares)	1,175,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	7,595,185
Forfeited (in shares)	(1,026,518)
Granted (in shares)	7,206,201
Vested (in shares)	(3,014,846)
Ending balance (in shares)	10,760,022
Weighted-Average Grant Date Fair Value Per Share
Beginning balance (in usd per share) | $ / shares	$ 2.35
Forfeited (in usd per share) | $ / shares	3.36
Granted (in usd per share) | $ / shares	2.05
Vested (in usd per share) | $ / shares	1.77
Ending balance (in usd per share) | $ / shares	$ 2.22
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	287,500
Forfeited (in shares)	(186,757)
Granted (in shares)	1,434,118
Ending balance (in shares)	1,534,861
Weighted-Average Grant Date Fair Value Per Share
Beginning balance (in usd per share) | $ / shares	$ 4.86
Forfeited (in usd per share) | $ / shares	6.76
Granted (in usd per share) | $ / shares	2.01
Ending balance (in usd per share) | $ / shares	$ 1.96

v3.23.2

Equity-Based Compensation - Stock Option (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Stock Options Outstanding
Beginning balance (in shares)	2,982,893
Granted (in shares)	2,627,325
Forfeited (in shares)	(523,415)
Expired (in shares)	(31,504)
Ending balance (in shares)	5,055,299	2,982,893
Stock Options vested and exercisable, Outstanding (in shares)	251,275
Weighted-Average Exercise Price Per Share
Beginning balance (in usd per share)	$ 2.89
Granted (in usd per share)	2.00
Forfeited (in usd per share)	2.56
Expired (in usd per share)	8.32
Ending balance (in usd per share)	2.42	$ 2.89
Options, exercise price (in usd per share)	$ 6.05		$ 8.18
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted-Average Remaining Contractual Life (in years)	9 years 5 months 8 days	9 years 7 months 20 days
Aggregate Intrinsic Value	$ 3,108	$ 0
Stock Options vested and exercisable, Weighted-Average Remaining Contractual Life (in years)	8 years 9 months 29 days
Stock Options vested and exercisable, Aggregate Intrinsic Value	$ 67

v3.23.2

Equity-Based Compensation - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment, expense	$ 3,994	$ 5,080	$ 7,799	$ 8,938
Equity-based compensation expense in selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment, expense	2,319	3,928	5,122	6,999
Equity-based compensation expense in cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment, expense	1,442	1,009	2,316	1,709
Equity-based compensation expense in research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment, expense	$ 233	$ 143	$ 361	$ 230

v3.23.2

Net Loss Per Share - Numerators and Denominators (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss	$ (16,895)	$ (56,844)	$ (43,109)	$ (75,669)
Denominator:
Weighted-average shares outstanding, basic (in shares)	145,469,043	126,223,903	142,027,938	129,037,598
Weighted-average shares outstanding, diluted (in shares)	145,469,043	126,223,903	142,027,938	129,037,598
Basic net loss per Share (in usd per share)	$ (0.12)	$ (0.45)	$ (0.30)	$ (0.59)
Diluted net loss per Share (in usd per share)	$ (0.12)	$ (0.45)	$ (0.30)	$ (0.59)

v3.23.2

Net Loss Per Share - Narrative (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 13, 2023	Jan. 19, 2023	Dec. 31, 2022	Feb. 11, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options outstanding (in shares)	5,055,299	957,569			2,982,893
Weighted-average exercise price average exercise price (in usd per share)	$ 2.42				$ 2.89
Exercise price (in usd per shares)	$ 11.50	$ 11.50
Debt conversion, converted instrument, shares issued (in shares)	18,844,600	18,844,600
Debt instrument, convertible, conversion price (in usd per share)	$ 10.61	$ 10.61
Maximum number of shares per employee (in shares)	1,062,602	477,280
Options, exercise price (in usd per share)	$ 6.05	$ 8.18
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares outstanding (in shares)	10,760,022	3,035,461
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares outstanding (in shares)	1,534,861	150,000
Private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of securities called by warrant (in shares)	174,894	319,893
Exercise price (in usd per shares)	$ 11.50				$ 11.50
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of securities called by warrant (in shares)	12,150,878	12,005,879				1
Exercise price (in usd per shares)						$ 11.50
PIPE warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of securities called by warrant (in shares)	13,888,889
Exercise price (in usd per shares)	$ 2.39			$ 2.39
RDO warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of securities called by warrant (in shares)	8,886,255
Exercise price (in usd per shares)	$ 2.32		$ 2.32

v3.23.2

Revenues - Revenues by Contract (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 38,459	$ 37,613	$ 80,613	$ 74,003
Time and materials
Disaggregation of Revenue [Line Items]
Total revenues	21,122	26,659	48,281	50,657
Firm fixed price
Disaggregation of Revenue [Line Items]
Total revenues	12,577	6,855	22,977	14,952
Cost-reimbursable
Disaggregation of Revenue [Line Items]
Total revenues	$ 4,760	$ 4,099	$ 9,355	$ 8,394

v3.23.2

Revenues - Allowance for Expected Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 980	$ 43	$ 98	$ 43
Additions	675	44	1,557	44
Write-offs	0	0	0	0
Ending balance	$ 1,655	$ 87	$ 1,655	$ 87

v3.23.2

Revenues - Concentration of Risk (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Concentration Risk [Line Items]
Revenues	$ 38,459	$ 37,613	$ 80,613	$ 74,003
Percent of total revenues	100.00%	100.00%	100.00%	100.00%
Customer Concentration Risk | Revenue Benchmark | Customer A
Concentration Risk [Line Items]
Revenues	$ 7,360	$ 7,577	$ 16,243	$ 12,928
Percent of total revenues	19.00%	20.00%	20.00%	17.00%
Customer Concentration Risk | Revenue Benchmark | Customer B
Concentration Risk [Line Items]
Revenues	$ 5,027	$ 7,326	$ 11,790	$ 14,590
Percent of total revenues	13.00%	19.00%	15.00%	20.00%
Customer Concentration Risk | Revenue Benchmark | Customer C
Concentration Risk [Line Items]
Revenues	$ 5,856	$ 4,405	$ 10,524	$ 8,902
Percent of total revenues	15.00%	12.00%	13.00%	12.00%
Customer Concentration Risk | Revenue Benchmark | Customer D
Concentration Risk [Line Items]
Revenues	$ 5,004	$ 556	$ 9,226	$ 1,506
Percent of total revenues	13.00%	1.00%	11.00%	2.00%
Customer Concentration Risk | Revenue Benchmark | All others
Concentration Risk [Line Items]
Revenues	$ 15,212	$ 17,749	$ 32,830	$ 36,077
Percent of total revenues	40.00%	48.00%	41.00%	49.00%

v3.23.2

Revenues - Contract Balances (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract assets	$ 346	$ 1,312
Contract liabilities	$ 2,000	$ 2,022

v3.23.2

Revenues - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue recognized	$ 2,022
Remaining performance obligation, amount	$ 77,000
Remaining performance obligation, percentage	99.00%

v3.23.2

Revenues - Net Estimates At Completion Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Change in Accounting Estimate [Line Items]
Net EAC Adjustments, before income taxes	$ (16,898)	$ (58,664)	$ (43,053)	$ (77,412)
Net EAC Adjustments, net of income taxes	$ (16,895)	$ (56,844)	$ (43,109)	$ (75,669)
Net EAC Adjustments, net of income taxes, per diluted share (in usd per share)	$ (0.12)	$ (0.45)	$ (0.30)	$ (0.59)
Contracts Accounted for under Percentage of Completion
Change in Accounting Estimate [Line Items]
Net EAC Adjustments, before income taxes	$ (1,631)	$ (654)	$ 365	$ (634)
Net EAC Adjustments, net of income taxes	$ (1,288)	$ (517)	$ 288	$ (501)
Net EAC Adjustments, net of income taxes, per diluted share (in usd per share)	$ (0.01)	$ 0	$ 0	$ 0

v3.23.2

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Selling, general and administrative expenses	$ 16,930	$ 26,952	$ 37,292	$ 48,972
Affiliated Entity | Board of Directors
Related Party Transaction [Line Items]
Compensation expense	298	589	593	1,175
Selling, general and administrative expenses	$ 208	$ 325	$ 413	$ 647

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