UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statement of business acquired
The audited consolidated balance sheets of Pangiam Ultimate Holdings, LLC as of December 31, 2023 and 2022, the related audited consolidated statements of operations, comprehensive income, changes in members’ deficit, and cash flows of Pangiam Ultimate Holdings, LLC for the years ended December 31, 2023 and 2022, the notes related thereto and the Report of Independent Auditors, are attached hereto as Exhibit 99.1 and incorporated herein by reference.
(b) Pro forma financial information
The unaudited pro forma condensed consolidated combined balance sheet of the BigBear.ai Holdings, Inc. and Pangiam Ultimate Holdings, LLC as of December 31, 2023 and the unaudited pro forma condensed combined statement of operations for the period ended December 31, 2023, and the notes related thereto are attached hereto as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits:
| Exhibit No. |
Description | |
| 23.1 | Consent of PricewaterhouseCoopers, LLP, Independent Accountants. | |
| 99.1 | Audited consolidated financial statements of Pangiam Ultimate Holdings, LLC as of and for the years ended December 31, 2023 and 2022 | |
| 99.2 | Unaudited pro forma condensed combined balance sheet of BigBear.ai Holdings, Inc. and Pangiam Ultimate Holding, LLC as of December 31, 2023 and statement of operations for the period ended December 31, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 27, 2024 | By: | /s/ Sean Ricker | ||||
| Name: | Sean Ricker | |||||
| Title: | Chief Accounting Officer |
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