Bigbear AI SPAC Presentation Deck

Transaction 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

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