v3.26.1
Business Combinations
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations Business Combinations
Ask Sage Acquisition

On December 31, 2025, pursuant to the agreement and plan of merger (“Ask Sage Merger Agreement”), dated November 10, 2025, by and among Atlas 2025 Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Ask Sage Merger Sub”) and Ask Sage, Inc., a Delaware corporation (“Ask Sage” or “Seller”) and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Ask Sage securityholders, pursuant to which, among other matters, Ask Sage Merger Sub merged with and into Ask Sage with Ask Sage Merger Sub ceasing to exist and Ask Sage surviving as a wholly-owned subsidiary of the Company (“Ask Sage Merger”).

Purchase consideration for the Ask Sage Merger and the related transactions as contemplated by the Ask Sage Merger Agreement of $272.1 million, which was subject to customary adjustments for indebtedness, cash, working capital and transaction expenses, was comprised of $262.4 million of cash paid at closing of the Ask Sage Merger, $5.2 million of cash paid shortly after closing, and $4.5 million withheld under the terms of the Ask Sage Merger Agreement at the time of the closing to cover any post-closing
adjustments to the purchase price (“Adjustment Escrow Amount”). The Company is required to segregate the Adjustment Escrow Amount from its corporate funds and is restricted from using it for operating expenses or any other corporate purposes. The cash withheld for the Adjustment Escrow Amount was presented in restricted cash on the Company’s condensed consolidated balance sheets at December 31, 2025. The Adjustment Escrow Amount was settled during the three months ended June 30, 2026 and is presented as a financing activity in the condensed consolidated statements of cash flows.

The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. These fair values were based on management’s estimates and assumptions; however, certain working capital amounts, income taxes, and residual goodwill remain preliminary and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The final determination of the fair values, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.
December 31, 2025
Measurement period adjustments(1)
December 31, 2025, as reported at June 30, 2026
Cash paid at closing
$262,443 $— $262,443 
Deferred consideration5,183 — 5,183 
Adjustment Escrow Amount
4,000 515 4,515 
Purchase consideration$271,626 $515 $272,141 
Assets:
Cash
$33,418 $— $33,418 
Accounts receivable
1,331 (553)778 
Prepaid expenses and other current assets
256 409 665 
Intangible assets
84,290 — 84,290 
Total assets acquired$119,295 $(144)$119,151 
Liabilities:
Accounts payable3,354 105 3,459 
Accrued expenses3,675 (3,260)415 
Contract liabilities11,622 (34)11,588 
Other current liabilities13 — 13 
Deferred tax liabilities21,660 — 21,660 
Total liabilities acquired$40,324 $(3,189)$37,135 
Fair value of net identifiable assets acquired78,971 3,045 82,016 
Goodwill$192,655 $(2,530)$190,125 
(1) Includes adjustments to net working capital and the estimated income tax provision.

The following table summarizes the intangible assets acquired by class and the weighted-average estimated useful lives:

December 31
2025		Weighted-average estimated useful lives
Technology
$65,220 7 years
Licenses and certifications5,990 7 years
Customer relationships
12,785 3 years
Trade names295 1 year
Total intangible assets$84,290 

The fair value of the acquired technology and trade name was determined using the relief from royalty (“RFR”) method. The fair value of the acquired customer relationships was determined using the excess earnings method. The fair value of the acquired licenses and certifications was determined using the cost replacement method.
The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company’s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill related to the acquisition is not deductible.

The following table presents the net revenues, net loss and transaction expenses related to the Ask Sage Merger included in the results of operations for the following period:
Three months ended June 30, 2026Six Months Ended June 30, 2026
Revenues$6,098 $12,242 
Net loss(1,777)(3,160)
Transaction expenses related to the Ask Sage Merger
444 832 

Pro Forma Financial Data (Unaudited)

The following table presents the pro forma consolidated results of operations of BigBear.ai for the three and six months ended June 30, 2025 as though the acquisition of Ask Sage had been completed as of January 1, 2024.
Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Revenues
34,162 $70,482 
Net loss(232,056)(298,741)

The amounts included in the pro forma information are based on the historical results and do not necessarily represent what would have occurred if the Ask Sage business combination had taken place as of January 1, 2024, nor do they represent the results that may occur in the future. Accordingly, the pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the acquisition occurred as of the date indicated or that may be achieved in the future.

Transaction expenses of $2.2 million attributable to the acquisition of Ask Sage have been recorded in the pro forma results for the three and six months ended June 30, 2025.

Acquisition of CargoSeer

On January 16, 2026, the Company acquired certain assets and liabilities of CargoSeer Ltd (“CargoSeer”), an Israel-based leader in unified AI decision support technology for customs and border operations. Purchase consideration for the acquisition of CargoSeer of $5.0 million, which was subject to net working capital adjustments for indebtedness, was paid in cash during the six months ended June 30, 2026. The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The preliminary fair value of the assets acquired and liabilities assumed is primarily comprised of acquired technology intangible assets of $4.5 million with an estimated useful life of seven years and customer relationships intangible assets of $0.5 million with an estimated useful life of four years. The acquired net working capital balances and goodwill are immaterial.

The net revenues and net loss included in the results of operations are immaterial for three and six months ended June 30, 2026. The pro forma results of operations of the Company would not be materially different as a result of the acquisition of CargoSeer and therefore are not presented. Transaction expenses of $0.6 million attributable to the acquisition of CargoSeer have been recorded in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2026.