BigBear.ai Holdings, Inc.
6811 Benjamin Franklin Drive, Suite 200
Columbia, Maryland 21046
April 19, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kathleen Krebs and Joshua Shainess
| Re: | BigBear.ai Holdings, Inc. |
Registration Statement on Form S-3
Filed April 12, 2023
File No. 333-271230
Ladies and Gentlemen:
BigBear.ai Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (the “Registration Statement”), File No. 333-271230, to 5:00 p.m., Eastern Time, on Friday April 21, 2023, or as soon thereafter as practicable.
Please contact Tim Cruickshank of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4794 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Sincerely, | ||
/s/ Sean Ricker | ||
| Sean Ricker | ||
| Chief Accounting Officer | ||
