Upon Closing, the Combined Company Will
Trade on the NYSE under “BBAI” and “BBAIW” Ticker Symbols
GigCapital4, Inc. (the “GigCapital4” or the “Company”), a
special purpose acquisition company, today reminded stockholders to
vote “FOR” the business combination with BigBear.ai Holdings, LLC
(“BigBear.ai”) at the special meeting of stockholders scheduled for
December 3, 2021 (the “Special Meeting”). The Company also noted
the pending transfer of the listing of its common stock, par value
$0.0001 per share (the “Common Stock”) and it’s warrants to
purchase Common Stock at an exercise price of $11.50 per whole
share (the “Warrants”), from the Nasdaq Capital Market (“Nasdaq”)
to the New York Stock Exchange (the “NYSE”) in connection with the
anticipated closing of the business combination. Trading of the
Common Stock and the Warrants is expected to begin on the NYSE on
December 8, 2021 under the new ticker symbol “BBAI” and “BBAIW”.
The last day of trading on the Nasdaq is expected to be on December
7, 2021, following the consummation of the Company’s pending
business combination transaction with BigBear.ai, which is
currently expected to occur on December 7, 2021, subject to final
stockholder approval at the Special Meeting and satisfaction of
other customary closing conditions.
As previously announced, the Company will hold the Special
Meeting exclusively via live webcast on December 3, 2021, at 10:00
a.m., Pacific Standard Time (PST) at
www.virtualshareholdermeeting.com/GIG2021SM, or at such other date,
time and place to which such meeting may be adjourned or postponed,
to consider and vote upon the proposals. The Special Meeting will
be conducted exclusively via live webcast and so stockholders will
not be able to attend the meeting in person. Stockholders may
attend the Special Meeting online and vote at the Special Meeting
by visiting www.virtualshareholdermeeting.com/GIG2021SM and
entering the 16-digit control number, which is either included on
the proxy card you received or obtained through Broadridge
Financial Solutions. If you have any questions, please contact
Morrow Sodali LLC, the Company’s proxy solicitor, at (800) 662-5200
for individuals and at (203) 658-9400 for banks and brokers, or by
email at GIG.ingo@investor.morrowsodali.com.
No action is required by existing Company stockholders with
respect to the ticker symbol or exchange listing change.
About GigCapital4, Inc.
GigCapital4, Inc. is a Private-to-Public Equity (PPE)™ company,
also known as a blank check company or special purpose acquisition
company (SPAC), focusing on the technology, media and
telecommunications (TMT) and sustainable industries. It was
sponsored by GigAcquisitions4, LLC, which was founded by
GigFounders, LLC, each a member entity of GigCapital Global, and
formed for the purpose of entering into a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more businesses.
“Private-to-Public Equity (PPE)” is a trademark of GigFounders,
LLC, an affiliate GigCapital4, and is used pursuant to
agreement.
About BigBear.ai
A leader in decision dominance for more than 20 years,
BigBear.ai operationalizes artificial intelligence and machine
learning at scale through its end-to-end data analytics platform.
The Company uses its proprietary AI/ML technology to support its
customers’ decision-making processes and deliver practical
solutions that work in complex, realistic and imperfect data
environments. BigBear.ai’s composable AI-powered platform solutions
work together as often as they stand alone: Observe (data ingestion
and conflation), Orient (composable machine learning at scale), and
Dominate (visual anticipatory intelligence and optimization).
BigBear.ai’s customers, which include the U.S. Intelligence
Community, Department of Defense, the U.S. Federal Government, as
well as customers in the commercial sector, rely on BigBear.ai’s
high value software products and technology to analyze information,
identify and manage risk, and support mission critical decision
making. Headquartered in Columbia, Maryland, BigBear.ai has
additional locations in Virginia, Massachusetts, Michigan, and
California. For more information, please visit: http://bigbear.ai/
and follow BigBear.ai on Twitter: @BigBearai.
Participants in Solicitation
BigBear.ai, GigCapital4 and their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitations of proxies from GigCapital4’s
stockholders in respect of the proposed business combination and
related transactions. Information regarding GigCapital4’s directors
and executive officers is available in its final prospectus
prepared and filed with the SEC on February 10, 2021 under Rule
424(b)(4) promulgated by the SEC pursuant to the Securities Act of
1933, as amended (the “Securities Act”) and related to its
previously filed Registration Statement on Form S-1. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests is
contained in the definitive proxy statement related to the proposed
business combination and related transactions, and which can be
obtained free of charge from the sources indicated above.
Additional Information and Where to Find It
In connection with the proposed business combination,
GigCapital4 has filed with the Securities and Exchange Commission
(the “SEC”) a definitive proxy statement under the rules of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and has subsequently mailed the definitive proxy statement relating
to the proposed business combination to its stockholders. This
press release does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. Additional
information about the proposed business combination and related
transactions is described in GigCapital4’s proxy statement relating
to the proposed business combination and the respective businesses
of GigCapital4 and BigBear.ai. The proposed business combination
and related transactions will be submitted to stockholders of
GigCapital4 for their consideration. GigCapital4’s stockholders and
other interested persons are advised to read the definitive proxy
statement and other documents filed in connection with
GigCapital4’s solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the
proposed business combination and related transactions, because
these materials will contain important information about
BigBear.ai, GigCapital4 and the proposed business combination and
related transactions. The definitive proxy statement and other
relevant materials for the proposed business combination has been
mailed to stockholders of GigCapital4 as of October 5, 2021, which
has been established as the record date for voting on the proposed
business combinations and related transactions.
Stockholders may also obtain a copy of the definitive proxy
statement, as well as other documents filed with the SEC by
GigCapital4, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to Brad Weightman, Vice
President and Chief Financial Officer, GigCapital4, Inc., 1731
Embarcadero Rd., Suite 200, Palo Alto, CA 94303, or by telephone at
(650) 276-7040.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Exchange Act. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of
other financial and performance metrics, projections of market
opportunity and market share, and the timing of the consummation of
the business combination. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of management of GigCapital4 and are
not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of GigCapital4. These forward-looking statements are
subject to a number of risks and uncertainties, including changes
in domestic and foreign business, market, financial, political, and
legal conditions; the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of
stockholders is not obtained; failure to realize the anticipated
benefits of the proposed business combination; risks relating to
the uncertainty of the projected financial information with respect
to BigBear.ai; risks related to the rollout of BigBear.ai's
business and the timing of expected business milestones; the
effects of competition on BigBear.ai's future business; the amount
of redemption requests made by GigCapital4's public stockholders;
the ability of GigCapital4 or the combined company to issue equity
or equity-linked securities in connection with the proposed
business combination or in the future. If any of these risks
materialize or GigCapital4’s assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. Additional factors that could cause
actual results to differ are discussed under the heading “Risk
Factors” and in other sections of GigCapital4’s filings with the
SEC, and in GigCapital4’s current and periodic reports filed or
furnished from time to time with the SEC. There may be additional
risks that neither GigCapital4 nor BigBear.ai presently know or
that they currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect GigCapital4 and BigBear.ai’s expectations, plans or
forecasts of future events and views as of the date of this press
release, based on information available to GigCapital4 and
BigBear.ai as of the date hereof. GigCapital4 and BigBear.ai assume
no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws. While GigCapital4
and BigBear.ai may elect to update these forward-looking statements
at some point in the future, GigCapital4 and BigBear.ai
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing GigCapital4's and BigBear.ai's assessments as of any
date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211126005580/en/
For BigBear.ai: Reevemark Paul Caminiti/Delia Cannan/Pam
Greene 212-433-4600 bigbear.ai@reevemark.com For
GigCapital4: ICR Brian Ruby Brian.ruby@icrinc.com
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