0001836981 2025-08-18 2025-08-18 0001836981 1 2025-08-18 2025-08-18 0001836981 2 2025-08-18 2025-08-18 0001836981 3 2025-08-18 2025-08-18 0001836981 4 2025-08-18 2025-08-18 0001836981 5 2025-08-18 2025-08-18 0001836981 6 2025-08-18 2025-08-18 0001836981 1 2025-08-18 2025-08-18 0001836981 2 2025-08-18 2025-08-18 iso4217:USD pure shares S-3 S-3ASR EX-FILING FEES 0001836981 BigBear.ai Holdings, Inc. N/A true false S-3 BigBear.ai Holdings, Inc. false Equity Common Stock, par value $0.0001 per share true 0.0001531 false Equity Preferred stock, par value $0.0001 per share true 0.0001531 false Other Warrants true 0.0001531 false Other Rights true 0.0001531 false Equity Units true 0.0001531 false Equity Common Stock, par value $0.0001 per share true 65000000 5.805 377325000.00 0.0001531 57768.46 377325000.00 57768.46 0.00 18734.00 39034.46 (1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the "Secutities Act"), to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. (1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. (1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. (1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. (1) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all registration fees. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment. (2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the common stock on the New York Stock Exchange on August 14, 2025 (such date being within five business days of the date that this registration statement was filed with the Securities and Exchange Commission). This calculation is in accordance with Rule 457(c) of the Securities Act of 1933. true BIGBEAR.AI HOLDINGS, INC. S-3 333-271230 2023-04-12 18734.00 Unallocated (Universal) Shelf Common Stock, par value $0.001 per share 170000000.00 true BIGBEAR.AI HOLDINGS, INC. S-3 333-271230 2023-04-12 18734.00 The Company has terminated its offering that included the unsold securities on the prior registration statement filed on Form S-3 on April 12, 2023. 1 The Company has terminated its offering that included the unsold securities on the prior registration statement filed on Form S-3 on April 12, 2024. 2 Pursuant to Rule 457(p) of the Securities Act, the registrant is offsetting its filing fee for this registration statement by $18,734 (calculated at the fee rate in effect at the date of the prior registration statement filed on Form S-3 (File No. 333-271230) (the "Prior Prospectus")), which represents the registration fee previously paid with respect to $170,000,000 of unsold securities under the Prior Prospectus, resulting in a net registration fee of $39,034.5 due at this time.