---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-054581"
form_type: "8-K"
ticker: "BBAI"
cik: "0001836981"
company_name: "BigBear.ai Holdings, Inc."
filed_at: "2024-03-01T23:59:59+00:00"
generated_at: "2026-06-05T05:45:53.776618+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# BigBear.ai closes $70M acquisition of Pangiam, issues 61.8M shares; names McAleenan President

## Summary
- Acquisition of Pangiam completed; consideration 61.8M shares of BBAI common stock, representing ~$70M purchase price (subject to working capital adjustments).
- Combined entity aims to be breakout leader in Vision AI for national security, supply chain, and digital identity.
- Kevin McAleenan, former CEO of Pangiam, appointed President of BigBear.ai.
- Seller granted registration rights under amended investor rights agreement.
- Post-closing adjustments may result in up to $7M additional shares of BBAI.

## SEC filing metadata
- accession: 0001193125-24-054581
- form_type: 8-K
- ticker: BBAI
- cik: 0001836981
- company_name: BigBear.ai Holdings, Inc.
- filed_at: 2024-03-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1836981/000119312524054581/0001193125-24-054581-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1836981/000119312524054581/d784408d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-054581
- JSON: https://secwatch.observer/filing/0001193125-24-054581.json
- Plain text: https://secwatch.observer/filing/0001193125-24-054581.txt

## Key facts
- M&A Transactions
  BigBear.ai Holdings, Inc. completed an acquisition involving Pangiam Ultimate Holdings, LLC for 61,838,072 shares of BBAI common stock (closed 2024-02-29).
  - Action: acquisition
  - Counterparty: Pangiam Ultimate Holdings, LLC
  - Consideration: 61,838,072 shares of BBAI common stock
  - Closing: 2024-02-29
  source text: together with the First Merger, the “Mergers”). As consideration for the Mergers and the related transactions contemplated by the Merger Agreement, BBAI issued a total of 61,838,072 shares of BBAI common stock, $0.0001 per share (the “Common Stock”) to Seller (based on a price per share of Common Stock of $1.3439 which represents the 20-day volume-weighted
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312524054581/0001193125-24-054581-index.htm
- Material Agreements
  BigBear.ai Holdings, Inc. entered into Joinder & Second Amendment to Amended & Restated Investor Rights Agreement with BBAI Ultimate Holdings, LLC, AE BBAI Aggregator, LP, Seller (effective 2024-02-29).
  - Action: entry
  - Counterparty: BBAI Ultimate Holdings, LLC, AE BBAI Aggregator, LP, Seller
  - Effective: 2024-02-29
  source text: BBAI entered into the Joinder & Second Amendment to Amended & Restated Investor Rights Agreement (the “IRA Amendment”) with BBAI Ultimate Holdings, LLC, AE BBAI Aggregator, LP, Seller and the other parties thereto
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312524054581/0001193125-24-054581-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.