Unaudited Pro Forma Condensed Combined Financial Information Introduction

Exhibit 99.1

Unaudited Pro Forma Condensed Combined Financial Information

Introduction

Effective as of February 29, 2024 (“Closing Date”), ▇▇▇▇▇▇▇.▇▇ Holdings, Inc. (“BigBear.ai” or the “Company”) entered into an agreement and plan of mergers (the “Merger Agreement”) with Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pangiam Purchaser”), Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (“Pangiam” the “Seller”), and Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (“Pangiam Intermediate”), pursuant to which, among other matters, (i) Merger Sub merged with and into Pangiam Intermediate, with Merger Sub ceasing to exist and Pangiam Intermediate surviving as a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the First Merger, Pangiam Intermediate merged with and into Pangiam Purchaser, with Pangiam Intermediate ceasing to exist and Pangiam Purchaser continuing as a wholly-owned subsidiary of the Company (the “Second Merger”, together with the First Merger, the “Merger”). AE Industrial Partners, LP (“AEIP”) and certain of its affiliates beneficially own a majority of both BigBear.ai and the Seller, but management has determined that the Merger is not a common control transaction. ▇▇▇▇▇▇▇.▇▇’s consolidated statement of operations for the nine months ended September 30, 2024 includes the consolidated results of Pangiam from March 1, 2024.

The unaudited pro forma condensed combined financial information, which is derived from ▇▇▇▇▇▇▇.▇▇’s historical consolidated financial statements as included in the filing on Form 10-K and Form 10-Q for the year ended December 31, 2023 and nine months ended September 30, 2024, respectively, which are incorporated by reference, and Pangiam’s historical consolidated financial statements for the year ended December 31, 2023, as included within the 8-K, dated March 27, 2024, which read in conjuction with, is presented as follows:

An unaudited pro forma balance sheet as of September 30, 2024 has not been presented as the acquisition of Pangiam is reflected in ▇▇▇▇▇▇▇.▇▇’s historical balance sheet as of September 30, 2024, included in the filing on Form 10-Q for the nine months September 30, 2024, which is incorporated by reference.

Unaudited pro forma condensed combined financial information were adjusted to give pro forma effect to events which are necessary to account for the Merger, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances.

The Merger was treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with ▇▇▇▇▇▇▇.▇▇ as the accounting acquirer and Pangiam as the accounting acquiree for accounting purposes in accordance with ASC 805. Under this method of accounting, the total consideration was allocated to Pangiam assets acquired and liabilities assumed based upon their estimated fair values at the Merger closing date. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed was recorded as goodwill.

The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the Merger been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein.

The following unaudited pro forma condensed combined financial information gives effect to the Merger, which includes adjustments for the following:

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2023

(USD in thousands, except share and per share data)

See accompanying notes to unaudited pro forma condensed combined financial information.

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the nine months ended September 30, 2024

(USD in thousands, except share and per share data)

See accompanying notes to unaudited pro forma condensed combined financial information.

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Note 1. Notes To Unaudited Pro Forma Condensed Combined Financial Information

Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.

Both ▇▇▇▇▇▇▇.▇▇ and Pangiam historical financial statements were prepared in accordance with US GAAP and presented in U.S. dollars.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with BigBear.ai assumed as the accounting acquirer and based on the historical consolidated financial statements of ▇▇▇▇▇▇▇.▇▇ and Pangiam. Under ASC 805, assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed merger closing date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2024, and the year ended December 31, 2023 give effect to the Merger as if it occurred on January 1, 2023.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Transaction and integration costs that may be incurred. The pro forma adjustments represent ▇▇▇▇▇▇▇.▇▇ best estimates and are based upon currently available information and certain assumptions that ▇▇▇▇▇▇▇.▇▇ believes are reasonable under the circumstances. ▇▇▇▇▇▇▇.▇▇ is not aware of any material transactions between ▇▇▇▇▇▇▇.▇▇ and Pangiam during the period presented. Accordingly, adjustments to eliminate transactions between ▇▇▇▇▇▇▇.▇▇ and Pangiam have not been reflected in the unaudited pro forma condensed consolidated financial information.

Note 2. Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, management performed an analysis of ▇▇▇▇▇▇▇’s financial information to identify differences in accounting policies compared to those of ▇▇▇▇▇▇▇.▇▇, and differences in financial statement presentation compared to the presentation of ▇▇▇▇▇▇▇.▇▇.

Unaudited Pro Forma Condensed Combined Statements of Operations

For the year ended December 31, 2023

(in thousands, except per share amounts)

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Unaudited Pro Forma Condensed Combined Statements of Operations

For the two months ended February 29, 2024

(in thousands, except per share amounts)

Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

AA. Represents the pro forma adjustment to record amortization expense of $9 thousand for the year ended December 31, 2023 and $2 thousand for the two months ended February 29, 2024, respectively, based on the fair value of identified intangible assets less historical amortization expense for the periods associated with the historical intangible assets.

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BB. Reflects the reversal of interest expenses on existing debt for the year ended December 31, 2023, and two months ended February 29, 2024, respectively. The existing debt was settled at close of the Merger.

CC. Reflects estimated income tax impact effect related to the pre-tax pro forma adjustments to the statement of operations. The tax-related adjustments are based on an estimated tax rate of 21%.

Note 4. Loss Per Share

The following tables set forth the computation of pro forma basic and diluted loss per share for the year ended December 31, 2023 and nine months ended September 30, 2024, respectively.

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