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Item 9A. Controls and Procedures

2024-03-20 compared with 2023-03-20 · 131 added, 171 removed, 102 unchanged (75% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports

filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and forms.

Disclosure controls are also designed with the objective of ensuring that

such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the

participation of our current chief executive officer and chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of December 31, 2022, due to the material

weaknesses described below.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of December 31, 2023, due to the material weaknesses described below.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure

controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of

disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act.

All internal control systems, no matter how well designed and operated, have inherent limitations.

Therefore, even systems or system components which are deemed to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2023, due to the material weaknesses described below.

Under standards established by the Public Company Accounting Oversight Board, a material weakness is a deficiency or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During the audit of our financial statements, for the fiscal years ended December 31, 2023 and 2022, we and our independent registered public accounting firm identified three material weaknesses, which are described below.

Material Weaknesses :

We have identified material weaknesses in our internal control over financial reporting.

The first material

weakness is related to properly accounting for complex transactions within our financial statement closing and reporting process.

The second material weakness arises from our failure to design and maintain effective IT general controls over the IT

systems used within the processing of key financial transactions.

Specifically, we did not design and maintain user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial

applications, programs, and data to appropriate company personnel.

Additionally, we identified a material weakness in our internal control over financial reporting related to the period end account reconciliation review and entity level financial

statement review controls which did not operate within a sufficient level of precision.

The first material weakness is related to properly accounting for complex transactions, especially related to merger and acquisition activity, within our financial statement closing and reporting process.

The second material weakness arises from our failure to design and maintain effective IT general controls over the IT systems used within the processing of key financial transactions.

Specifically, we did not design and maintain user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel.

Within the same material weakness, we have also failed to maintain adequate documentation around the process of implementing new software solutions.

Lastly, we identified a third material weakness in our internal control over financial reporting related to the period-end account reconciliation and financial statement review controls which did not operate within a sufficient level of precision.

Remediation Plan :

We have begun the

process of and are focused on designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate the material weaknesses, including:

actively recruiting additional personnel with knowledge of GAAP, in addition to engaging and utilizing third

party consultants and specialists to supplement our internal resources and implementing processes and controls to segregate key functions within our finance systems, as appropriate;

designing and implementing a formalized control plan related to IT general controls, including controls related

to managing access to financially significant systems within our IT environment;

engaging a third party consultant to assist with evaluating and documenting the design and operating

effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary.

actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed

to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

Although we plan to complete this remediation process as quickly as possible, we are unable, at this time, to estimate how long it will take

and our efforts may not be successful in remediating the deficiencies or material weaknesses.

In addition, even if we are successful in strengthening our controls and procedures, we can give no assurances that in the future such controls and

procedures will be adequate to prevent or identify errors or irregularities or to facilitate the fair preparation and presentation of our consolidated financial statements.

Managements Report on Internal Controls over Financial Reporting

This Annual Report does not include a report of managements assessment regarding internal control over financial reporting or an

attestation report of the Companys registered public accounting firm due to a transition period established by the rules of the Commission for newly public companies.

We have begun the process of, and are focused on, designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate the material weaknesses, including:

• the recruitment of additional personnel with extensive knowledge of GAAP, implementation of software to facilitate the accumulation and review of our financial information, and utilization of third party consultants and specialists to supplement our internal resources, as well as implementing processes and controls to segregate key functions within our finance systems, as appropriate;

• designing and following a formalized control plan related to IT general controls, including controls related to developing, implementing, and managing access to and implementing financially significant systems within our IT environment;

• engaging internal and external resources to assist with the design and evaluation of internal controls and the remediation of deficiencies, as necessary.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

Although we plan to complete this remediation process as quickly as possible, we are unable, at this time, to estimate how long it will take and our efforts may not be successful in remediating the identified material weaknesses.

In addition, even if we are successful in strengthening our controls and procedures, we can give no assurances that in the future such controls and procedures will be adequate to prevent or identify errors or irregularities or to facilitate the fair preparation and presentation of our consolidated financial statements.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm on management’s report on internal controls over financial reporting, as provided by an exception in Item 308 of Regulation S-K established for emerging growth companies.

under the JOBS Act of 2012.

OTHER INFORMATION.

During the three months ended December 31, 2023, none of our directors or officers, as defined in Rule 16a-1(f) of the Exchange Act, has informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item of Form 10-K will be included in our definitive proxy statement

(the Proxy Statement) to be filed with the SEC in connection with the solicitation of proxies for our 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120

days after the end of the fiscal year to which this Annual Report relates.

The information required by this Item of Form 10-K will be included in our definitive proxy statement (the “Proxy Statement”) to be filed with the SEC in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates.

EXECUTIVE COMPENSATION.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Managements and Related Stockholder Matters.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by

Certain Relationships and Related Transactions, Director Independence.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as part of this Annual Report:

(a) The following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements:

Consolidated Financial Statements filed as part of this report are listed under Part II,

Item 8 of this Form 10-K.

Consolidated Financial Statements filed as part of this report are listed under Part II, Item 8 of this Form 10-K.

Financial Statement Schedules:

No schedules are required because either the required information is not present

or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements thereto filed as a part of this Form 10-K.

The exhibits listed in the Exhibit Index below to this Annual Report are incorporated herein by

reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

Agreement and Plan of Merger, dated August

3, 2022, by and among the Company, Jack Creek Investment Corp., Wildfire Merger Sub 1, Inc., Wildfire Merger Sub II, Inc., Wildfire Merger Sub III, LLC, Wildfire GP Sub IV, LLC, BTOF (Grannus Feeder) NQ L.P.

No schedules are required because either the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements thereto filed as a part of this Form 10-K.

The exhibits listed in the “Exhibit Index” below to this Annual Report on Form 10-K are incorporated herein by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

2.1+ Agreement and Plan of Merger, dated August 3, 2022, by and among Jack Creek Investment Corp., Wildfire New PubCo, Inc., Wildfire Merger Sub 1, Inc., Wildfire Merger Sub II, Inc., Wildfire Merger Sub III, LLC, Wildfire GP Sub IV, LLC, BTOF (Grannus Feeder) - NQ L.P.

and Legacy Bridger.

(incorporated by reference

to Exhibit 2.1 of the Companys Registration Statement on Form S-4 (File No.

(incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

3.1 Amended and Restated Certificate of Incorporation of Bridger Aerospace Group Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Companys

Current Report on Form 8-K filed with the SEC on January 27, 2023).

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

3.2 Amended and Restated Bylaws of Bridger Aerospace Group Holdings, Inc.

(incorporated by reference to Exhibit 3.2 to the Companys Current

Report on Form 8-K filed with the SEC on January 27, 2023).

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

4.1 Warrant Agreement, dated January 26, 2021, between Jack Creek Investment Corp.

and Continental Stock Transfer

& Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Jack Creek Investment Corp.s Current Report on Form 8-K (File No.

and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Jack Creek Investment Corp.’s Current Report on Form 8-K (File No.

001-39602) filed with the SEC on January 26, 2021).

Warrant Assumption Agreement, dated as of January

24, 2023, among Jack Creek Investment Corp., Bridger Aerospace Group Holdings, Inc.

4.2 Warrant Assumption Agreement, dated as of January 24, 2023, among Jack Creek Investment Corp., Bridger Aerospace Group Holdings, Inc.

and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

Description of the Companys Securities.

Amended and Restated Registration Rights Agreement, dated January

24, 2023, by and among the Company, Jack Creek Investment Corp.

and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with

the SEC on January 27, 2023).

Stockholders Agreement, dated January

24, 2023, by and among the Company and the stockholders defined therein (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on January 27, 2023).

Sponsor Agreement, dated as of August

3, 2022, by and among Jack Creek Investment Corp., the Company, JCIC Sponsor LLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.5 of the Companys Registration Statement on Form S-4

4.3 Description of the Company’s Securities (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K (File No, 001-41603) filed with the SEC on March 20, 2023).

10.1 Amended and Restated Registration Rights Agreement, dated January 24, 2023, by and among the Company, Jack Creek Investment Corp.

and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.2 Stockholders Agreement, dated January 24, 2023, by and among the Company and the stockholders defined therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.3 Sponsor Agreement, dated as of August 3, 2022, by and among Jack Creek Investment Corp., the Company, JCIC Sponsor LLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-4 (File No.

333-266840) filed with the SEC on August 12, 2022).

10.4# Bridger Aerospace Group Holdings, Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Companys Current Report

on Form 8-K filed with the SEC on January 27, 2023).

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.5# Bridger Aerospace Group Holdings, Inc.

2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Companys Current

Report on Form 8-K filed with the SEC on January 27, 2023).

Amended Employment Agreement, dated as of December

6, 2018, by and between ElementCompany Operations, LLC and Timothy Sheehy (incorporated by reference to Exhibit 10.17 of the Companys Registration Statement on Form S-4 (File No.

2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.6# Amended Employment Agreement, dated as of December 6, 2018, by and between ElementCompany Operations, LLC and Timothy Sheehy (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Amended Employment Agreement, dated as of December

6, 2018, by and between ElementCompany Operations, LLC and James Muchmore (incorporated by reference to Exhibit 10.18 of the Companys Registration Statement on Form S-4 (File No.

10.7# Amended Employment Agreement, dated as of December 6, 2018, by and between ElementCompany Operations, LLC and James Muchmore (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Amended Employment Agreement, dated as of December

6, 2018, by and between ElementCompany Operations, LLC and McAndrew Rudisill (incorporated by reference to Exhibit 10.19 of the Companys Registration Statement on Form S-4 (File No.

10.8# Amended Employment Agreement, dated as of December 6, 2018, by and between ElementCompany Operations, LLC and McAndrew Rudisill (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Offer of Employment, dated August

21, 2022, by and between Legacy Bridger and Eric Gerratt (incorporated by reference to Exhibit 10.39 of the Companys Registration Statement on Form S-4/A (File No.

10.9++# Offer of Employment, dated August 21, 2022, by and between Legacy Bridger and Eric Gerratt (incorporated by reference to Exhibit 10.39 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on November 7, 2022).

Form of Indemnification Agreement for Officers and Outside Directors (incorporated by reference to Exhibit 10.6 to the Companys Current

Form 8-K filed with the SEC on January 27, 2023).

1202SA21T9009, dated as of June

3, 2021, issued by National Interagency Fire Center U.S.

10.10 Form of Indemnification Agreement for Officers and Outside Directors (incorporated by reference to Exhibit 10.6 to the Company’s Current Form 8-K filed with the SEC on January 27, 2023).

10.11++ Contract No.

1202SA21T9009, dated as of June 3, 2021, issued by National Interagency Fire Center U.S.

Forest Service to Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

12024B19C9025, dated as of May

15, 2019, issued by U.S.

10.12++ Contract No.

12024B19C9025, dated as of May 15, 2019, issued by U.S.

Department of Agriculture Forest Service to Mountain Air, LLC (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

1202SA21G5100, dated as of October

21, 2020, issued by U.S.

10.13++ Contract No.

1202SA21G5100, dated as of October 21, 2020, issued by U.S.

Forest Service – Contracting to Bridger Aerospace (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Amended and Restated Loan Agreement, dated as of July

1, 2022, by and among Gallatin County, Montana and Bridger Aerospace Group, LLC, Bridger Air Tanker, LLC, Bridger Air Tanker

3, LLC, Bridger Air Tanker 4, LLC, Bridger Air Tanker 5, LLC, Bridger Air Tanker 6, LLC, Bridger Air Tanker 7, LLC, Bridger Air Tanker 8, LLC, Bridger Solutions International 1, LLC and Bridger Solutions International 2, LLC (incorporated by reference to

Exhibit 10.11 of the Companys Registration Statement on Form S-4 (File No.

10.14 Amended and Restated Loan Agreement, dated as of July 1, 2022, by and among Gallatin County, Montana and Bridger Aerospace Group, LLC, Bridger Air Tanker, LLC, Bridger Air Tanker 3, LLC, Bridger Air Tanker 4, LLC, Bridger Air Tanker 5, LLC, Bridger Air Tanker 6, LLC, Bridger Air Tanker 7, LLC, Bridger Air Tanker 8, LLC, Bridger Solutions International 1, LLC and Bridger Solutions International 2, LLC (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Second Amended and Restated Loan Agreement, dated as of August

1, 2022, by and among Gallatin County, Montana and Bridger Aerospace Group, LLC, Bridger Air Tanker, LLC, Bridger Air Tanker

Exhibit 10.12 of the Companys the Registration Statement on Form S-4 (File No.

10.15 Second Amended and Restated Loan Agreement, dated as of August 1, 2022, by and among Gallatin County, Montana and Bridger Aerospace Group, LLC, Bridger Air Tanker, LLC, Bridger Air Tanker 3, LLC, Bridger Air Tanker 4, LLC, Bridger Air Tanker 5, LLC, Bridger Air Tanker 6, LLC, Bridger Air Tanker 7, LLC, Bridger Air Tanker 8, LLC, Bridger Solutions International 1, LLC and Bridger Solutions International 2, LLC (incorporated by reference to Exhibit 10.12 of the Company’s the Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Industrial Development Revenue Bonds (Bridger Aerospace Group Project) Series 2022B (Taxable), dated as of August

10, 2022, by Gallatin County, Montana (incorporated by reference to Exhibit 10.13 of the Companys Registration Statement on Form S-4 (File No.

10.16 Industrial Development Revenue Bonds (Bridger Aerospace Group Project) Series 2022B (Taxable), dated as of August 10, 2022, by Gallatin County, Montana (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Amended and Restated Trust Indenture, dated as of July

1, 2022, by and between Gallatin County, Montana and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit

10.14 of the Companys Registration Statement on Form S-4 (File No.

10.17 Amended and Restated Trust Indenture, dated as of July 1, 2022, by and between Gallatin County, Montana and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

First Supplemental Trust Indenture, dated as of July

1, 2022, by and between Gallatin County, Montana and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit

10.15 of the Companys Registration Statement on Form S-4 (File No.

10.18 First Supplemental Trust Indenture, dated as of July 1, 2022, by and between Gallatin County, Montana and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

First Supplemental Trust Indenture, dated as of August

1, 2022, by and between Gallatin County, Montana and U.S.

10.19 First Supplemental Trust Indenture, dated as of August 1, 2022, by and between Gallatin County, Montana and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Construction Loan Agreement, dated as of September

30, 2019, by and between Bridger Solutions International, LLC and Rocky Mountain Bank (incorporated by reference to Exhibit 10.22 of the Companys Registration Statement on Form S-4 (File No.

10.20 Construction Loan Agreement, dated as of September 30, 2019, by and between Bridger Solutions International, LLC and Rocky Mountain Bank (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

10.21 Waiver and Amendment No.

1 to Loan Agreement, dated June

8, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.23 of the Companys Registration Statement on Form S-4/A (File

1 to Loan Agreement, dated June 8, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.23 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on December 12, 2022).

10.22 Consent, Waiver and Amendment No.

2 to Loan Agreement, dated November

3, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-4/A (File No.

2 to Loan Agreement, dated November 3, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on December 12, 2022).

10.23 Amendment No.

3 to Loan Agreement, dated December 28, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns.

Loan Agreement, dated August 10, 2020, by and between Bridger Air Tanker

2, LLC and Live Oak Banking Company (incorporated by reference to Exhibit 10.25 of the Companys Registration Statement on Form S-4 (File No.

3 to Loan Agreement, dated December 28, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (File No, 001-41603) filed with the SEC on March 20, 2023).

10.24 Loan Agreement, dated August 10, 2020, by and between Bridger Air Tanker 2, LLC and Live Oak Banking Company (incorporated by reference to Exhibit 10.23 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Loan Agreement, dated February

3, 2020, by and between Bridger Aviation Services, LLC and Rocky Mountain Bank (incorporated by reference to Exhibit 10.26 of the Companys Registration Statement on Form S-4 (File No.

10.25 Loan Agreement, dated February 3, 2020, by and between Bridger Aviation Services, LLC and Rocky Mountain Bank (incorporated by reference to Exhibit 10.24 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

10.26 Waiver and Amendment No.

1 to Loan Agreement, dated June

8, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.27 of the Companys Registration Statement on Form S-4/A (File

1 to Loan Agreement, dated June 8, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on December 12, 2022).

10.27 Consent, Waiver and Amendment No.

2 to Loan Agreement, dated November

3, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.28 of the Companys Registration Statement on Form S-4/A (File

2 to Loan Agreement, dated November 3, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on December 12, 2022).

10.28 Amendment No.

3 to Loan Agreement, dated December 28, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns.

Loan Agreement, dated May

19, 2020, by and between Bridger Air Tanker, 1 LLC and Live Oak Banking Company (incorporated by reference to Exhibit 10.29 of the Companys Registration Statement on Form S-4 (File No.

3 to Loan Agreement, dated December 28, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K (File No, 001-41603) filed with the SEC on March 20, 2023).

10.29 Loan Agreement, dated May 19, 2020, by and between Bridger Air Tanker, 1 LLC and Live Oak Banking Company (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-4 (File No.

333-266840), filed with the SEC on August 12, 2022).

Aircraft Purchase Agreement, dated April

13, 2018, by and among Longview Aviation Asset Management, Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.30 of the Companys Registration Statement on Form S-4/A (File

10.30++ Aircraft Purchase Agreement, dated April 13, 2018, by and among Longview Aviation Asset Management, Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

Amendment 3 to Aircraft Purchase Agreement, dated April

3, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.31 of the Companys Registration Statement on Form S-4/A (File

10.31++ Amendment 3 to Aircraft Purchase Agreement, dated April 3, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

Amendment 4 to Aircraft Purchase Agreement, dated May

7, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.32 of the Companys Registration Statement on Form S-4/A (File

10.32++ Amendment 4 to Aircraft Purchase Agreement, dated May 7, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

Amendment 5 to Aircraft Purchase Agreement, dated November

11, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.33 of the Companys Registration Statement on Form S-4/A (File

10.33++ Amendment 5 to Aircraft Purchase Agreement, dated November 11, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

Amendment 6 to Aircraft Purchase Agreement, dated September

15, 2020, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.34 of the Companys Registration Statement on Form S-4/A (File

10.34++ Amendment 6 to Aircraft Purchase Agreement, dated September 15, 2020, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

Amendment 7 to Aircraft Purchase Agreement, dated October

21, 2020, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.35 of the Companys Registration Statement on Form S-4/A (File

10.35++ Amendment 7 to Aircraft Purchase Agreement, dated October 21, 2020, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

Amendment 8 to Aircraft Purchase Agreement, dated January

5, 2021, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.36 of the Companys Registration Statement on Form S-4/A (File

10.36++ Amendment 8 to Aircraft Purchase Agreement, dated January 5, 2021, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

Amendment 9 to Aircraft Purchase Agreement, dated November

24, 2021, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.37 of the Companys Registration Statement on Form S-4/A (File

10.37++ Amendment 9 to Aircraft Purchase Agreement, dated November 24, 2021, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

Amendment 10 to Aircraft Purchase Agreement, dated August

5, 2022, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.38 of the Companys Registration Statement on Form S-4/A (File

10.38++ Amendment 10 to Aircraft Purchase Agreement, dated August 5, 2022, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.34 of the Company’s Registration Statement on Form S-4/A (File No.

333-266840), filed with the SEC on September 23, 2022).

10.39 Aircraft Operating Lease Agreement, dated July 10, 2023, by and between Element Aviation Services, LLC and Bridger Aerospace Group, LLC (incorporated by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1 (File No.

333-275051) filed with the SEC on October 17, 2023).

10.40 Aircraft Operating Lease Agreement, dated July 10, 2023, by and between Element Aviation Services, LLC and Bridger Aerospace Group, LLC (incorporated by reference to Exhibit 10.40 to the Company’s Registration Statement on Form S-1 (File No.

333-275051) filed with the SEC on October 17, 2023).

10.41*+ Services Agreement, dated November 17, 2023, by and between Bridger Aerospace Group Holdings, Inc.

and Bridger Aerospace Europe, S.L.U.

10.42* First Amendment to Services Agreement, dated January 18, 2024, by and between Bridger Aerospace Group Holdings, Inc.

and Bridger Aerospace Europe, S.L.U.

17.1 R esignation Letter of Debra Coleman dated September 8, 2023 (incorporated by reference to Exhibit 17.1 to the Company ’s Current Report on Form 8-K filed with the SEC on September 13, 2023).

21.1* List of Subsidiaries of Bridger Aerospace Group Holdings, Inc.

5 unchanged sentences

Section 1350).

97.1* Bridger Aerospace Group Holdings, Inc.

Policy on Recoupment of Incentive Compensation.

101.INS* XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

104* Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Bridger Aerospace Group Holdings, Inc.

3 unchanged sentences

FORM 10-K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of March, 2023.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of March, 2024.

BRIDGER AEROSPACE GROUP HOLDINGS, INC.

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated:

/s/ Timothy Sheehy

Timothy Sheehy

Chief Executive Officer and Director

Signatures Title Date

/s/ Timothy Sheehy Chief Executive Officer and Director

(Principal Executive Officer)

March 20, 2024

/s/ Eric Gerratt

Chief Financial Officer

Timothy Sheehy

/s/ Eric Gerratt Chief Financial Officer

(Principal Accounting and Financial Officer)

1 unchanged sentence

/s/ Jeffrey Kelter

Director and Non-Executive Chairman of the Board March 20, 2024

Jeffrey Kelter

Director and Non-Executive Chairman of the Board

March 20, 2023

/s/ Debra Coleman

Debra Coleman

March 20, 2023

/s/ Elizabeth Fascitelli

Director March 20, 2024

Elizabeth Fascitelli

/s/ Anne Hayes

Director March 20, 2024

/s/ Dean Heller

March 20, 2023

Director March 20, 2024

/s/ Todd Hirsch

March 20, 2023

Director March 20, 2024

/s/ Wyman Howard

March 20, 2023

Director March 20, 2024

/s/ McAndrew Rudisill

Chief Investment Officer and Director March 20, 2024

McAndrew Rudisill

Chief Investment Officer and Director

March 20, 2023

/s/ Robert Savage

Director March 20, 2024

Robert Savage

March 20, 2023

/s/ David Schellenberg

Director March 20, 2024

David Schellenberg

/s/ Matthew Sheehy

Director March 20, 2024

Matthew Sheehy

March 20, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures