BigBear.ai Merger $2.5 Million Securities Settlement

BigBear.ai Merger $2.5 Million Securities Settlement

Investors who held common stock of GigCapital4 Inc., now known as BigBear.ai Holdings Inc., between the close of business on Oct. 5, 2021, and Dec. 7, 2021, may be eligible to claim a cash payment from a class action settlement .

GigAcquisitions4 LLC and several GigCapital4 directors and officers agreed to pay $2.5 million to settle a class action lawsuit alleging they breached their fiduciary duties and unjustly enriched themselves in connection with the business combination that formed BigBear.ai Holdings Inc. The settlement resolves claims on behalf of stockholders who did not redeem their GigCapital4 shares in connection with the merger.

Who are the class members?

The settlement includes all record and beneficial holders of GigCapital4 common stock who held shares at any time between the close of business on Oct. 5, 2021, and Dec. 7, 2021, continued to hold those shares immediately after the 5 p.m. Eastern Standard Time redemption deadline on Dec. 1, 2021, and did not submit them for redemption in connection with the merger. This includes successors in interest. Class members may have held the stock as separate shares or as part of public units.

Additional details

• Both individuals and entities can be class members.
• The actual beneficial holder or a legal representative must file the claim.
• Joint holders must each sign the claim form.
• Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and must provide proof of authority.
• Each separate legal entity must submit a separate claim.
• The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.

How much can class members get?

The total settlement fund is $2,500,000. The amount each class member receives depends on several factors:

• The number of valid claims submitted
• The number of eligible shares held
• What happened to those shares after the redemption deadline
• The total losses of all eligible class members

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• Actual payments may be higher or lower depending on individual claims and the total number of valid claims.
• The settlement administrator will calculate each class member's payment based on the total loss assigned to each eligible share.
• Total loss amounts depend on what happened to the eligible shares after the redemption deadline, which the settlement administrator calculates using the court-approved plan of allocation.
• For each eligible share sold before the close of trading on July 5, 2023, for less than $10, the total loss is the $10 redemption price minus the sale price plus a 10-cent nominal amount.
• For each eligible share sold before the close of trading on July 5, 2023, at $10 or more, the total loss is the 10-cent nominal amount.
• For each eligible share held as of the close of trading on July 5, 2023, the total loss is $7.72, calculated as the $10 redemption price minus $2.28, the closing price of BigBear common stock that day plus the 10-cent nominal amount, for a total of $7.82 per share.
• The settlement administrator will not calculate a total loss for any share redeemed in connection with the merger.
• The settlement administrator will set any total loss that calculates to a negative number to $0.
• If total losses exceed the net settlement fund, the settlement administrator will reduce payments on a pro rata basis.
• If the net settlement fund exceeds total losses, the settlement administrator will distribute the excess to eligible class members on a pro rata basis.
• Class members whose payment would be less than $10 will not receive a payout but will still be bound by the settlement.