Bigbear AI SPAC Presentation Deck

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bigbear-ai

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June 2021

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#1BIGBEAR.AI TO BECOME PUBLICLY TRADED COMPANY VIA MERGER WITH GIGCAPITAL4 June 2021 BIGBEAR. AI DATA-DRIVEN DECISION DOMINANCE H Investor Presentation Ⓒ2021 BigBear.ai. All rights reserved | BigBear.ai Proprietary.#2Safe Harbor This investor presentation ("Presentation") is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed Business Combination (the "Business Combination") between GigCapital4, Inc. ("GipCapital4") and BigBear.ai Holdings, LLC (f/k/a Lake Intermediate, LLC; together with its direct and indirect subsidiaries, collectively, the "Company" or "BigBear.ai"). The information contained herein does not purport to be all-inclusive and none of GigCapital4, the Company or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security of GigCapital4, the Company or any of their respective affiliates. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein and, by accepting this, Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves of and observe any such restrictions. The recipient acknowledges that it is (1) aware that the United States Securities laws prohibit any person who has material, non- public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (ii) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 hereunder. This Presentation and the information contained herein constitutes confidential information, is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of GigCapital4 and the Company and is intended for the recipient hereof only. FORWARD-LOOKING STATEMENTS This Presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. 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, and projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of management of the Company 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 the Company. 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 the Company, risks related to the rollout of BigBear.ai's business and the timing of expected business milestones; the effects of competition on the Company's future business; the amount of redemption requests made by GigCapital4's public stockholders; the ability of GigCapital4's 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 the Company's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither GigCapital4 nor the Company 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 Presentation. While GigCapital4 and the Company may elect to update these forward-looking statements at some point in the future, GigCapital4 and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing GigCapital4's and the Company's assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither the Company, GigCapital4, nor any of their respective affiliates have any obligation to update this Presentation. Although all information and opinions expressed in this Presentation were obtained from sources believed to be reliable and in good faith, no representation or warranty, express or implied, is made as to its accuracy or completeness. This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with the Company and GigCapital4. BIGBEAR. AI 2#3Safe Harbor (cont.) USE OF PROJECTIONS This Presentation contains projected financial information with respect to BigBear.ai, namely the Company's projected revenue, products sold, gross profit, Adjusted EBITDA and Adjusted EBITDA margin for 2021-2025. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the projected financial information. See "Forward-Looking Statements" paragraph above. Actual results may differ materially from the results contemplated by the projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the independent auditors of GigCapital4 nor the independent registered public accounting firm of the Company audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation and, accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. There are numerous factors related to the markets in general or the implementation of any operational strategy that cannot be fully accounted for with respect to the projections herein. Any targets or estimates are therefore subject to a number of important risks, qualifications, limitations and exceptions that could materially and adversely affect GigCapital4 and the Company's performance. Moreover, actual events are difficult to project and often depend upon factors that are beyond the control of GigCapital4 and the Company and its affiliates. A reconciliation of non-GAAP financial measures in this Presentation to the most directly comparable GAAP financial measures is not included, because, without unreasonable effort, the Company is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these non-GAAP financial measures. IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS In connection with the proposed Business Combination, GigCapital4 intends to file a proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to the stockholders of GigCapital4 and will contain important information about the proposed Business Combination and related matters. GigCapital4 stockholders and other interested persons are advised to read, when available, the proxy statement in connection with GigCapital4's solicitation of proxies for the meeting of stockholders to be held to approve the Business Combination because the proxy statement will contain important information about the proposed Business Combination. When available, the definitive proxy statement will be mailed to GigCapital4 stockholders as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website at www.sec.gov. PARTICIPANTS IN SOLICITATION GigCapital4, the Company and their respective directors, managers and officers may be deemed participants in the solicitation of proxies of stockholders in connection with the proposed Business Combination. GigCapital4 stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors, managers and officers of GigCapital4 in GigCapital4's Registration Statement on Form S-1 initially filed with the SEC on January 22, 2021. Additional information will be available in the definitive proxy statement when it becomes available. USE OF NON-GAAP FINANCIAL MEASURES The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X promulgated under the Act. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement to be filed by GigCapital4 with the SEC. Some of the financial information and data contained in this Presentation, such as Adjusted EBITDA and Adjusted EBITDA margin, have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). GigCapital4 and BigBear.ai believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. GigCapital4 and BigBear.ai believe that the use of these non-GAAP financial measures provide an additional tool for investors to use in evaluating projected operating results and trends in and in comparing BigBear.ai's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. SEGMENT REPORTING The Company reports its results in two segments: Cyber and Engineering (C&E) and Analytics. Within the segments, the Chief Operating Decision Maker (CODM) evaluates performance and allocates resources based on Segment Gross Profit and Segment Gross Profit Margin, which are calculated by reducing the costs associated with development activities on Firm Fixed Price (FFP) and Time and Material (T&M) contracts from cost of revenue, where the Company retains intellectual property that can be repurposed for future use. Segment Gross Profit and Gross Profit Margin are not calculated on the same basis as Consolidated Gross Profit and Gross Profit Margin. In addition, Segment Gross Profit and Gross Profit Margin for the fiscal year ended December 31, 2020 are presented on a pro forma basis to reflect results of closed acquisitions and include management's estimates of segment results for the period during such fiscal year prior to the adoption of segment reporting. INDUSTRY AND MARKET DATA This Presentation has been prepared by GigCapital4 and BigBear.ai and includes market data and other statistical information from sources believed by GigCapital4 and the Company to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of GigCapital4 and BigBear.ai, which are derived from its review of internal sources as well as the independent sources described above. Although GigCapital4 and the Company believe these sources are reliable, they have not independently verified the information and cannot guarantee its accuracy and completeness. TRADEMARKS AND TRADE NAMES GigCapital4 and BigBear.ai own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with GigCapital4 or BigBear.ai, or an endorsement or sponsorship by or of GigCapital4 or the Company. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the Ⓡ, TM or SM symbols, but such references are not intended to indicate, in any way, that GigCapital4 or BigBear.ai will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. BIGBEAR. AI 3#4Transaction Overview OVERVIEW BigBear.ai to become publicly traded company via merger with GigCapital4, Inc. (1) VALUATION Valuation implies a pro forma Enterprise Value of $1,565 million (5.6x 2022E revenue) H Existing stockholders of BigBear.ai, including AE Industrial Partners, LP, will hold ~73% of the pro forma equity of the Company at close BIGBEAR. AI USE OF PROCEEDS Fueling commercial growth projects, sales and marketing expansion, research and development to accelerate product offerings, and inorganic growth through accretive M&A ■ TRANSACTION FINANCING Existing stockholders are expected to receive ~73% of the pro forma equity ■ $359M cash held in trust $200M convertible note $326M of cash to balance sheet expected at closing (net of transaction fees and expenses, repayment of BigBear.ai indebtedness, and secondary proceeds) M ■ (1) Dollar figures and percentages rounded for presentation. 4#5Overview of GigCapital4, Inc. OVERVIEW GigCapital4, Inc. (NASDAQ: GIGGU) is a $358.8M publicly traded Special Purpose Acquisition Company ("SPAC") GigCapital4's IPO was completed in February 2021 Led by a proven management team of experienced entrepreneurs and executives Deep public company management and board experience Extensive global network of TMT business professionals and investors Proven experience with M&A, strategy and technology ● Track Record of Successful SPAC Transactions (1) GigCapital2 XGigCapital IPO (NYSE: GIG) DEC 2017 | NOV 2019 Kaleyra (NYSE: KLR) Closed on 11/23/19 IDT Integrated Device Technology IPO (NYSE: GIX) JUN 2019 | 1H 2021 UpHealth / Cloudbreak (NYSE: UPH) To be closed on 6/4/21 eesa MICREL BIGBEAR.AI XGigCapitals IPO (NYSE: GIK) MAY 2020 | 1H 2021 Lightning eMotors (NYSE: ZEV) Closed on 5/7/21 FUJITSU RENESAS GigCapital 4* IPO (NASDAQ: GIGGU) FEB 2021 2H 2021 ENGINEERING Transaction To close 2H 2021 GIGOPTIX TRH GIGCAPITAL4 LEADERSHIP TEAM Dr. Avi Katz EXECUTIVE CHAIRMAN Dr. Raluca Dinu CEO, PRESIDENT & BOD MEMBER Neil Miotto BOD MEMBER ▪ Executive Chairman and Founding Managing Partner of GigCapital Global and all its entities, including GigCapital4 -Founder, COB, CEO GigOptix / GigPeak (NYSE: GIG) ▪ Serial entrepreneur and angel investor with 30+ years of experience in the technology sector - Board of Directors Member and Founding Managing Partner of GigCapital Global, CEO, President of GigCapital4 ▪ Previously General Manager / Vice President at Integrated Device Technology (IDT), which was acquired by Renesas Electronics Corp. - COO of GigPeak, led the transfer and integration of the team from GigPeak into IDT post the acquisition of GigPeak by IDT in 2017 ▪ Board of Directors Member - Previously Partner at KPMG, where he spent 27 years before retiring in 2006 ▪SEC reviewing partner while at KPMG ▪ Served on the Board of Directors of Micrel from 2007 to 2015 and GigPeak from 2008 until its sale in 2017 (1) Market data as of June 2, 2021. 5#6Today's Presenters • 30+ years of experience as a science and technology innovator ● Former CTO of Peraton, Under Secretary for S&T at DHS, and Dep Asst Sec Defense for Research • Awarded the Wash100, an award for the most influential leaders in the government market, in 2021 RELEVANT EXPERIENCE Dr. Reggie Brothers Chief Executive Officer NuWave BAE SYSTEMS DARPA Peraton SECURIT BIGBEAR. AI UNITE PARIM NITED STATES Pir T OF DEFENSE HAY • 25+ years of experience in technology focusing on Big Data analytics for the defense community • Created first distributed analytics engine for Endeca, open-source exploitation environment for the Joint Staff, and other ML powered big data products • Managed data science investments for IN-Q-TEL RELEVANT EXPERIENCE Booz NuWave Allen THE ARA Brian Frutchey Chief Technology Officer DEPARTMENT OF T NITED STATES OF AMERI ENDECAⓇ IQT IN Q-TEL ORACLE • 20+ years of experience in government finance and accounting • Co-Founder and Former CFO of PCI Deep insight into government contracting process ● RELEVANT EXPERIENCE ирсі Josh Kinley Chief Financial Officer SI OF PARTMENT ******* NITED STATES DEFEN OF INTERNATIONAL AMERICA DEPARTMENT OF THE ARM TED STATES OF AMERIC 6#7Our Mission 貝由 2 BIGBEAR. AI DECISION DOMINANCE TOO [00 Your World is a Battle Ground. Know your World. Shape your World. Data-Driven Decision Dominance. 起 ‒‒‒‒‒‒ E----E 7#8Big Data Analytics Powered by Artificial Intelligence & Machine Learning A POWERFUL FORCE IN BIG DATA ANALYTICS Modular end-to-end offering enables customers to optimize decisions by ingesting and mining disparate data to deliver Al-powered advice and insights Large addressable market growth driven by rapid proliferation of data and connected devices I ■ Broader Al/ML market projected to grow at ~40% CAGR over the next 5 years to reach ~$310B by 2026(¹1) ▪ Land & expand strategy: track record of growing customer relationships with new products & solutions Established and profitable defense and intelligence customer base with long-lasting engagements Growing Commercial sector opportunity driven by market need for tracking and predictive tools Positive and accelerating revenue, gross margin, EBITDA, and free cash flow Secure revenue projections backed by robust $500+M contracted backlog & 100% recompete win rate Highly experienced leadership and team of employees; majority have secret-level or higher U.S. government security clearance levels - a significant barrier to entry in industry where clients rely on us Priced with significant upside potential I I ■ ■ ■ ■ AI POWERED TECHNOLOGY SUITE SERVING GROWING PUBLIC & PRIVATE SECTOR DEMAND TO OPTIMIZE DECISIONS BIGBEAR. AI (1) MarketsAndMarkets, Inc., May, 2021. 8#9Battle Tested to Perform in Complex, Real Time Environments BigBear.ai's platform generates critical insights into complex situations where the cost of failure is significant Predicted Russian invasion of Crimea Detected fuel smuggling from Libya 01 Product leveraged by CENTCOM to shape Iranian engagement strategy 9#10BigBear.ai Company Snapshot BigBear.ai, fueled by machine driven analytics, enables decision making dominance in real-time $277M FY'22E Total Revenue $4.5B Near-Term Pipeline BIGBEAR. AI 63% FY'22E Revenue Growth -$500M Contracted Backlog 100K Enterprise Decision Makers and Analysts Relying on Our Software 6M+ Predictions per Day 300K Models Trained Per Year 21 Years in Operation Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 10#11Our Customers Operate in Complex, Unforgiving Environments The proliferation of data, if harnessed through Al / ML, could result in a global economic gain of ~$16T by 2030 - organizations that don't leverage Al / ML may pay a steep cost Expanding Data Volumes Increasing Demand for Informed Decisions BIGBEAR. AI BIGBEAR. AI DECISION DOMINANCE ( Proliferating Cyber Threats Velocity of Big Data Variety of Critical Data Source: IDC, PwC, FT and Gartner Research.#12We Provide Customers With Mission Critical Solutions Highly Customizable Product Suites Diverse Base of Government and Enterprise Customers Isa Data Ingestion, Enrichment & Processing Artificial Intelligence & Machine Learning Predictive Analytics & Visualization BIGBEAR. AI N mies Use Case 3: Port KPI Trend Analysis HA Defense Intelligence DOMINATE Enterprise 12#13Large and Rapidly Growing Addressable Market $72B+ TAM Opportunity Today Organic growth from existing solutions and expansion of product offerings, including through M&A BIGBEAR. AI $109B+ 2024E TAM with Further Penetration into Adjacent Markets Targeting critical and high- growth market arenas such as business intelligence & analytics tools, Al / ML data management and integration, and next-gen cybersecurity PA m COMMERCIAL EXPANSION INFRASTRUCTURE / ENERGY LOGISTICS MEDIA HEALTHCARE FINANCIAL / INSURANCE Source: NextFed and International Data Corporation Market Analysis. 13#14Client-focused, Specialized Workforce Builds Customer Intimacy Skilled and cleared, mission-focused employees with experience working in high pressure critically important situations 175+ Advanced Degrees (including 7 PhDs) 92% Secret+ Cleared Employees BIGBEAR. AI 90%+ Employee Retention TOP WORK PLACES 2021 Inc. 5000 EM 2021 WASH100 SPECIALIZED WORKFORCE apply Va 550+ Total Employees CULTURE & EMPLOYEE RECOGNITION COMPANIES The Boston Globe TOP PLACES TO WORK 2020 SIRM Foundation VETERANS AT WORK CERTIFICATE AFCEA TOP WORK PLACES 2020 The Washington Post 64% TS & TS / SCI Employees Government WINNER Innovation EPIC App Challenge 2019 Awards 2019 Across Numerous Disciplines: - Software Engineering - Software Development ▪ Data Science - Al / ML ▪ Data Architecture ▪ Analytics Engineering TOP WORK BALTIMORE SUN PLACES MEDIA 2020 OPERATION RENEWED HOPE FOUNDATION Ending Veteran Homelessness Habitat for Humanity DE LA HIRT H GOED AWARD 14#15Al Powered Products for Decision Dominance OBSERVE Collect and conflate big real-time sources into informative dossiers Provides 98% of all automated location dossiers BIGBEAR. AI ORIENT "Low Code" AI generates insights and predictions SELECT RESULTS FOR DEFENSE CUSTOMERS 96% Prediction accuracy DOMINATE Visual interactions and advice for decisions in complex situations T Change Detection Course of Action Impact Optimize Allocations 24x Faster strategic plan updates 15#16Agility and Differentiation from a Composable Foundation BigBear.ai's highly modular IP can be used alone or grafted onto a customer's existing technology to quickly produce customized solutions that meet the unique needs of the customer and the end market OBSERVE ORIENT DOMINATE Firk 600M+ Daily near real-time ingest of events from 200+ countries 7.2B Records Created Per Year BIGBEAR. AI 6M+ Daily predictions 10K+ Models trained daily LOCATION INTELLIGENCE Hi MEDIA INTELLIGENCE AL MARITIME INTELLIGENCE Advantages of our Approach Rapid time to value: -4 weeks to integrate new customer M M M Trusted in critical situations where there is little margin for error Scales for global coverage Component reuse accelerates innovation of new capabilities 16#17Existing Software Solutions Apply to Commercial Use Cases BigBear.ai's IP, originally designed for defense and intelligence customers, can be used today within a wide range of commercial applications across every industry vertical DEFENSE USE CASE EXAMPLES: Location Intelligence AA Maritime Intelligence Media Intelligence ADS ... ▪ Discover new infrastructure being created Identify when the use of a location changes ▪ Predict security events near a location I ▪ Discover anomalous shipping behavior ▪ Predict the capacity of ports for future operations Characterize adversary maritime assets Identify smuggling or piracy I Analyze sentiment towards U.S. interests ▪ Determine the differences between populations Identify propaganda and disinformation I BIGBEAR. AI COMMERCIAL USE CASE EXAMPLES: ▪ Predict the likelihood of disruptions at a location ▪ Discover where competitors are operating Optimize trends effecting property value m - M W M . Forecast energy demand and prices > Identify environmental impacts Predict equipment failure to inform preventative maintenance Forecast demand for cargo capacity Optimize routing and fuel hedging strategy Forecast commodity and shipping prices Optimize warehouse assortments Analyze sentiment towards brand or product Optimize the impact of marketing campaigns Identify and shape key influencers > Predict the credit risk of individuals Energy Logistics Ť Marketing 17#18Case Study: U.S. Intelligence Agency Al harnessed to ingest and enrich vast amounts of data to discover, characterize and alert analysts to activities of interest Real-time global tracking of entities Began with Observe and were able to upsell into Orient and Dominate Providing insights into patterns of life of entities - Provides predictive analytics to alert analysts to changes in usage of facilities or changes in behaviors of entities BIGBEAR. AI -4M Predictions Per Day 110+ Years of Labor Costs Saved Through Use of BigBear.ai Cl355 100x More Discoveries than the Last 50 Years of Manual Analysis -2B Photos and Videos Processed#19Case Study: Large Public Transportation and Logistics Firm BigBear.ai provides a SaaS maritime intelligence portal to enhance awareness, safety, efficiency, and competitiveness - Near real-time analysis and modeling of vessel telemetry, cargo, weather, events, and commodity prices Ship behavior anomaly alerts - Automated fleet operation reports with comparisons to competitors Weather impact and port event forecasting for proactive operations decisions ▪ Cost savings and higher sales through improved operational decisions Subscription based SaaS model Upsold after initial period from Observe to Orient BIGBEAR. AI 1K Miles Identified Vessels that Traveled as much as 1K Miles Unnecessarily 1B Telemetry Messages Analyzed Per Year 1 Month From Customer Engagement to Initial Insights Discovered Previously Unknown Customer Prospects Currently Exclusive to Competitors#20Well Situated Between Competitive Offerings BigBear.ai's differentiated platform offers end-to-end integration with a comprehensive suite of products and capabilities to address unmet, critical needs Monolithic platforms that are difficult and expensive to integrate given "all or nothing" approach End-to-End but Rigid BIGBEAR. AI AI Portability and modularity to fit into existing enterprises Provides rapid value and promotes horizontal growth Al for course of action generation and optimization Battlefield tested within complex mission environments Pluggable platform creates the right product for the right problem Comprehensive & Interoperable Frameworks that lack a comprehensive suite of products and capabilities Flexible but Limited 20#21BIGBEAR. AI GROWTH STRATEGY#22Multiple Growth Vectors Contracted and near-term opportunities provide visibility into achieving forecasted growth Execute on Existing Backlog -Existing contracts provide secured growth and position BigBear.ai for future wins through proven performance 83% of 2021E Revenue in Backlog BIGBEAR.AI Pursue Near-Term Opportunities - Leverage deep relationships and past performance to immediately pursue identified contracts 93% combined historical win rate -100% historical recompete win rate ~90 Near-Term Opportunities Identified Collectively Worth ~$4.5B Expand Presence in Commercial Market - Continue recent momentum to penetrate targeted industry verticals ail EEEEEA $109B+ Total Addressable Market (1) Opportunities for Inorganic Growth and Horizontal Expansion "Continue to identify and acquire strategic M&A targets "Accelerate growth through opportunities in cyber analytics and federal civilian agencies "This additional upside has not been factored in the near-term company projections K KY 25+ Potential M&A Targets Identified (1) Source: NextFed and International Data Corporation Market Analysis. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 22#23The U.S. DoD is Evolving to Utilize Al at Speed and Scale Build the Technical Backbone Accelerate Adoption of Existing Digital Technologies "Al is an inspiring technology. It will be the most powerful tool in generations for benefiting humanity." Train and Educate Warfighters BIGBEAR. AI 150000000000060BTSONS BOYOYO 0549789059164169.650 UNESCOMPOSICKE 010 100 001 0111 100 1000 0111110 01 100 000 0000 101 000 100 0001 100 111000 0111 010 0100 110 0010 000 101 1011 001 015 DID 7022 010 1011 1000 000011 $ Al-Enabled Future 111 100 401 111 10 10 000 2017 100 100 001 011000 010 011 110 110 001 100 011000 011 00 0010111100110010000012 000111110010 Invest in Next-Generation Capabilities MWM AI www "America is not prepared to defend or compete in the Al era." Democratize Development Source: National Security Commission on Artificial Intelligence (NSCAI). 23#24Recent Wins and Pipeline Opportunities BigBear.ai has experienced an organic revenue CAGR of 25%+ historically" NOTABLE RECENT WINS Recent wins Represent -$260M of Current Backlog • Current Contracts Represent 83% of 2021E and 47% of 2022E Revenue DEPARTMENT BIGBEAR. AI OF Haw TED STATES THE 1775 ARMY OF AMERICA 6 JOINT REPRESENTATIVE END-USERS CHIEFS ROBUST PIPELINE OF OPPORTUNITIES Near-term Pipeline Represents ~$4.5B Near-term Pipeline of Opportunities is ~16x 2022E Revenue S OF STA ● STATES INTELLIGENCE CE COMMI SPECIAL UNITED OPERATI FATES SNO (1) Revenue CAGR from 2016A-2020A is 25.3%. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 24#25Commercial Go-To-Market Overview & Strategy Targeted go-to-market strategy is driving momentum with new and existing customers CHANNEL PARTNER PROGRAM ● • ● Technical Training & Sales Enablement • ● Partner Portals 5 STRATEGIC INITIATIVES Onboarding transportation and energy sales teams in Q3 2021E Actively building channel strategy for transportation and infrastructure markets Planning investments to enhance upselling and cross-selling opportunities Expanding into healthcare, financials, and insurance by end of 2022E Leveraging 16 existing partners in the channel strategy BIGBEAR. AI 4 $ Discounts 3 Incentives & E Marketing Assets Deal Registration ist Marketing 10 Team Members (1) Technical Sales Enablement 35 Team Members (1) Sales 70 Team Members (1) (1) Estimated team size by 2025. 25#26Proven Land and Expand Strategy We have demonstrated an ability to accelerate growth in our customer relationships as we release products YEAR O TODAY Army Intelligence Community Maritime Logistics BIGBEAR. AI $10M Revenue 6,000 Platform Users $5M Revenue 15,000 Platform Users $25K Revenue Observe Product $40M Revenue 51,000 Platform Users $26M Revenue 100,000 Platform Users $2M Revenue Observe, Orient Products QUADRUPLED REVENUE IN: 7 Years <5 Years <1 Year ▪ History of getting a single foothold with a customer and expanding as they learn our full value - Revenue and platform product growth is accelerating with each product created Note: All figures approximate to protect confidential customer data. 26#27Strategic M&A Can Accelerate BigBear.ai's Momentum PROVEN M&A TRACK RECORD NuWave pci Al / ML & Cloud Cloud & Cyber BIG EAR ProModel' Government Services Big Data AI / ML BIGBEAR.AI BIGBEAR. AI DECISION DOMINANCE ACTIONABLE PIPELINE 25+ Potential Targets Identified Al/ML Focus Comprises ~50% of Targets $385M+ Combined Revenue M&A has potential to strategically build out capabilities and allow BigBear.ai to accelerate customer penetration 27#28BIGBEAR. AI FINANCIAL HIGHLIGHTS#29BigBear.ai is Established, Flexible, and Scalable BIGBEAR. AI Total Revenue ($M) Analytics Revenue (%) Adj. EBITDA Margin (%) 2022E $277 52% 13% 2025E $764 75% 21% Impact 40% CAGR 2022E-2025E 75% Analytics Revenue (%) by 2025E -800 bps Adj. EBITDA Margin Expansion by 2025E Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 29#30Revenue by Type and End Market Revenue mix is anticipated to shift over the projected period such that Analytics will account for 75% of total revenue in 2025E REVENUE BY SEGMENT ($ in millions) Cyber & Engineering ("C&E") Analytics 83% of 2021E Revenue is in Backlog (1) 25% Organic Growth CAGR $57 ¹16A $140 ¹20A BIGBEAR. AI $182 $87 $95 ¹21E $277 $145 $133 '22E $388 $235 $153 '23E $550 $379 $170 ¹24E $764 $572 $192 '25E FUTURE STATE REVENUE BY END MARKET Defense Commercial 65% 2025E 35% (1) Includes programs where BigBear.ai is the incumbent provider. Note: All historical financial numbers are pro forma for closed acquisitions. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 30#31Gross Profit by Segment Gross profit margin (1) is projected to increase over the projected period as revenue mix shifts towards Analytics segment and Commercial end markets FUTURE STATE GROSS PROFIT BY SEGMENT (1) 30% 2025E Gross Profit Margin for C&E (1) BIGBEAR. AI 12% 2025E 88% (1) 71% 2025E Gross Profit Margin for Analytics (1) C&E (1) Analytics (1) Refer to Safe Harbor on slides 2 and 3 regarding Segment Gross Profit and Gross Profit Margin reporting. Note: All historical financial numbers are pro forma for closed acquisitions. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 31#32Cash Flow and Adj. EBITDA Detail BigBear.ai's profitable and established operations are projected to generate healthy EBITDA margins and cash flow ● Adjusted EBITDA margin expansion is bolstered by the growth in the analytics segment With a market-tested product in place, BigBear.ai is expected to continue to realize steady free cash flow growth through 2025E ADJUSTED EBITDA 12% $23 '21E 13% $36 '22E BIGBEAR.AI 63% CAGR 16% $62 ¹23E 19% $105 ¹24E 21% $159 '25E FREE CASH FLOW $18 ¹21E $23 '22E 60% CAGR $43 ¹23E $77 '24E $120 ¹25E Note: All historical financial numbers are pro forma for closed acquisitions. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 32#33BIGBEAR. AI VALUATION OVERVIEW & TRANSACTION SUMMARY#34Peer Group BigBear.ai's capabilities position it as a powerful force in the data / analytics infrastructure peer set BIGBEAR. AI Selected Peers Rationale Metrics (Median) DATA/ANALYTICS INFRASTRUCTURE COMPARABLES - m alteryx G C3.ai IronNet QPalantir CROWDSTRIKE '20A '21E Revenue Growth '21E22E Revenue Growth 2021E Gross Margin 2022E Gross Margin elastic Operate in the same industry with complementary end markets Commercial and government exposure Valued on revenue multiples 30.1% 31.3% 75.9% 76.5% everbridge snowflake splunk> Telos Focused on a fast-growing, early-stage market New entrants centered around disruptive innovation Telos and Palantir are software companies with high exposure to government and significant services capabilities 2021E EBITDA Margin 2022E EBITDA Margin EV / 2021 E Revenue EV / 2022E Revenue 2.3% 5.5% 23.5x 14.6x Note: All historical financial numbers are pro forma for closed acquisitions. Source: CapIQ and FactSet; Market data as of June 2, 2021. 34#35Benchmarking Operational benchmarking - revenue growth and gross margin profiles Total Revenue Growth (FY'21E- FY'22E) Analytics Gross Margin (FY'22E) (¹) 52.4% '22E BIGHEAR.AI 58.5% '22E 62 BIGHEAR.AL BIGBEAR. AI 39.0% '25E BIGBEAR.AI 70.6% '25E BIGHEAR. AI 20.7% 33.9% alteryx c3.al 91.4% 76.4% alteryx ca.al 34.2% CROWDSTRIKE 76.5% CROWDSTRIKE 23.5% 76.6% 24.7% (1) 72.7% elastic everbridge 87.5% elastic everbridge IronNet Palantir snowflake splunk>> 28.7% 73.6% 63.7% 80.8% 21.9% 69.0% 77.6% IronNet Palantir snowflake splunks Peer Average: 38.0% Peer Median: 31.3% 41.0% Telos Peer Average: 73.6% Peer Median: 76.5% MEDIAN 41.2% MEDIAN Telos Refer to Safe Harbor on slides 2 and 3 regarding Segment Gross Profit and Gross Profit Margin reporting. Source: CapIQ and FactSet; Market data as of June 2, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 35#36Benchmarking (cont'd) Peer group profitability and Rule of 40 benchmarking Adj. EBITDA Margin (FY'22E) Rule of 40 Analysis (FY'22E) 13.0% '22E A BIGHEAR.AI 65.4% '22E 62 BIGHEAR.AL BIGBEAR. AI 20.8% '25E BIGBEAR.AI 59.8% '25E BIGGEAR.Al 9.1% alteryx 26.5% (32.9%) C3.al 4.3% alteryx cal 14.4% CROWDSTRIKE 57.5% CROWDSTRIKE (2.3%) 5.5% elastic everbridge 29.1% 29.8% elastic everbridge' n.m. 26.5% IronNet Palantir 36.0% 44.0% (6.8%) 5.0% snowflake splunk> 69.0% 36.0% IronNet Palantir snowflake splunk Peer Average: 4.0% Peer Median: 5.5% 17.8% ▪▪▪▪▪ MEDIAN Telos Peer Average: 38.9% Peer Median: 36.0% 56.6% Telos MEDIAN Source: CapIQ and FactSet; Market data as of June 2, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 36#37Benchmarking (cont'd) Peer group valuation benchmarking EV / Revenue (FY'22E) 5.6x BIGBEAR. AI 6 BIGGEAR.Al 8.0x 31.4x alteryx cal 30.0x CROWDSTRIKE 12.0x elastic 8.4x everbridge 17.1x IronNet 28.5x Palantir 38.4x 6.9x snowflake splunk> Peer Average: 18.6x Peer Median: 14.6x 5.3x Telos MEDIAN Source: CapIQ and FactSet; Market data as of June 2, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai. 37#38Benchmarking (cont'd) BigBear.ai is priced with significant upside potential PEER TRANSACTION VALUE VALUATION $1,565 Pro Forma EV BIGBEAR. AI $5,004 $4,640 -67% Discount to 2021E peer average 2021E Revenue at 25.5x to 27.5x Multiple $5,440 $4,885 -70% Discount to 2022E peer average 2022E Revenue at 17.6x to 19.6x Multiple Summary of Approach Peer valuation applies range of multiples to BigBear.ai's 2021 E and 2022E management forecasted revenue to arrive at an implied enterprise value ■ The applied range was determined by a 2-turn range around the peer mean EV / Revenue multiple of the Data / Analytics Infrastructure peers ▪ 2021E and 2022E projected financials- based valuation is a reasonable approach given BigBear.ai's high degree of visibility to future revenue from large, long-term contracts Source: CapIQ and FactSet; Market data as of June 2, 2021. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear.ai.. 38#39Transaction Detail TRANSACTION HIGHLIGHTS - PF Enterprise Value of $1,565M, implying an EV / FY2022E revenue multiple of 5.6x Current BigBear.ai stockholders to retain ~73% of pro forma equity Seeking to raise $200M convertible note - 100% of BigBear.ai's existing debt of $110M will be paid down in transaction Transaction expected to be completed in Q3 2021 (1) PRO FORMA BASIC OWNERSHIP % (²) Founders / Insiders 5.9% GigCapital4 IPO Investors 21.1% BIGBEAR. AI Existing Shareholders 72.9% PRO FORMA VALUATION $ IN MILLIONS Share Price Shares Outstanding (M) Equity Value Less: Net Cash Enterprise Value EV/2021E Revenue EV/2022E Revenue ILLUSTRATIVE SOURCES & USES $ IN MILLIONS Sources Seller Equity Roll-Over Cash in Trust Convertible Note Proceeds Total Sources Uses Seller Equity Roll-Over Cash to Sellers Cash to Balance Sheet Pay Down Debt Estimated Fees & Expenses Total Uses $ $1,237 359 200(4) $1,796 $ $1,237 75 326 110 48(5) $1,796 $10.00 169.7 $1,697 (132)(3) $1,565 8.6x 5.6x % 68.9% 20.0% 11.1% 100.0% % 68.9% 4.2% 18.2% 6.1% 2.7% 100.0% (1) Dollar figures and percentages rounded for presentation. (2) Founders / Insiders includes Founder Shares and Private Placement Units issued to sponsor and underwriter. (3) Existing BigBear.ai cash of -$6M, cash in trust of -$359M, cash from convertible note of $200M, less fees of -$48M, existing debt of -$110M, secondary of $75M, and convertible debt of $200M. (4) $200M convertible note bearing a coupon of 6.0% and a conversion price of $11.50. Mandatory conversion: after August 15, 2022 if share price exceeds 130% of the conversion price for 20 of 30 consecutive trading days. (5) Subject to change. Refer to Safe Harbor on slides 2 and 3 regarding projected financial information with respect to BigBear ai. 39#40BIGBEAR. AI APPENDIX#41Summary Financials Cyber & Engineering Analytics Revenue Growth (4) (4) Cyber & Engineering Gross Profit (4) (4) Analytics Gross Profit Adjusted Gross Profit Cyber & Engineering Adjusted Gross Margin Analytics Adjusted Gross Margin Adjusted Gross Margin (5) (-) Adjustment to C&E Gross Profit (-) Adjustment to Analytics Gross Profit (5) Gross Profit (GAAP) Cyber & Engineering Gross Margin (GAAP) Analytics Gross Margin (GAAP) Gross Margin (GAAP) (-) General & Administrative and Fringe (-) Sales and Marketing (-) R&D BIGBEAR. AI Unadjusted EBITDA Unadjusted EBITDA Margin (7) Adjusted EBITDA Adjusted EBITDA Margin Free Cash Flow (8) (6) 2018 $49 39 $88 26% 2019 $74 48 $122 38% Fiscal Year Ended December 31, 2020 2022 2021 $95 87 $182 31% $76 65 $140 16% $19 36 $55 25% 56% 39% ($2) (10) $43 22% 40% 30% ($25) (1) (2) $14 (8) 10% $25 18% $27 51 $78 (5) (6) 29% 58% 43% ($1) (4) $73 27% 54% 40% ($26) (3) (22) $21 12% $23 12% $18 $133 145 $277 52% $38 90 $128 28% 62% 46% ($2) (5) $121 27% 59% 43% ($39) (10) (35) $36 13% $36 13% $23 (1)(2)(3) 2023 $153 235 $388 40% $46 155 $201 30% 66% 52% (2) ($2) (6) $192 29% 63% 50% ($52) (28) (50) $62 16% $62 16% $43 2024 $170 379 $550 42% $52 260 $312 31% 69% 57% ($2) (7) $303 29% 67% 55% ($67) (53) (77) $105 19% $105 19% $77 2025 $192 572 $764 39% $59 412 $471 31% 72% 62% ($3) (7) $461 30% 71% 60% ($91) (92) (118) $159 21% $159 21% (1) Historical Financials are unaudited, All historical financial numbers are pro forma for closed acquisitions, (3) Refer to Safe Harbor on cover regarding financial information. (4) Refer to Safe Harbor regarding Segment Reporting. Adjustments to Segment Gross Profit includes certain General & Administrative, Fringe and R&D costs. Includes unallowable, overhead and other income (expenses). Excludes depreciation and amortization. Adjusted to exclude transaction fees and other non-recurring costs. Calculated by subtracting Capital Expenditures and Increases in New Working Capital from Adjusted EBITDA. $120 41#42DATA-DRIVEN DECISION DOMINANCE BIGBEAR.AI H Thank You Ⓒ2021 BigBear.ai. All rights reserved | BigBear.ai Proprietary.

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