This filing relates to the proposed transaction between BigBear.ai Holdings, Inc. (BBAI) and
Pangiam Intermediate Holdings, LLC (Pangiam) contemplated in that certain Agreement and Plan of Mergers, dated as of November 4, 2023, by and among BBAI, Pangiam and other parties thereto (the Merger Agreement).
The following communications were made available by BBAIs Chief Executive Officer, Amanda Long, on LinkedIn on January 26, 2024
(https://www.linkedin.com/posts/mandybarrettlong_this-month-marks-the-completion-of-dfws-activity-7156646923284713472-Udaj/?utm_source=share&utm_medium=member_desktop):
Important Additional Information Will be Filed with the SEC
On January 16, 2024, BBAI filed with the United States Securities and Exchange Commission (the SEC) a preliminary proxy statement of BBAI
relating to a special meeting of BBAIs stockholders (the Proxy Statement). STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BBAI, PANGIAM, THE PROPOSED TRANSACTION AND RELATED MATTERS. Stockholders are able to obtain free copies of the preliminary proxy statement and other documents filed
with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders are able to obtain free copies of the preliminary proxy statement and other documents filed with the SEC by the parties on
BBAIs website at https://ir.bigbear.ai.
Participants in the Solicitation
BBAI and Pangiam and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of
BBAI in respect of the proposed transactions contemplated by the preliminary proxy statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of BBAI, respectively, in
connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the preliminary proxy statement as filed with the SEC. Information regarding BBAIs
directors and executive officers is contained in BBAIs Annual Report on Form 10-K/A for the year ended December 31, 2022 and its Proxy Statement on Schedule 14A, dated May 24, 2023, which are
filed with the SEC.
No Offer or Solicitation
This
communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Forward-Looking Statements
This Schedule 14A contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning BBAI and Pangiam, the proposed transactions and other matters. We intend such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act, as amended. All statements contained in this Schedule 14A other than
statements of historical facts, including without limitation statements concerning the transactions contemplated by the Merger Agreement, the completion, timing and terms of the proposed transactions, and related matters are forward-looking
statements. Words such as believe may, will, expect, should, could, would, anticipate, aim, estimate, intend,
plan, believe, potential, continue, project, target, is/are likely to, forecast, future, guidance, possible,
predict, seek, see, or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These
statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual