Bridger Aerospace Group Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION. During the three months ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K. 54 Table of Contents On May 8, 2024, the Company entered into an Amended and Restated Management Services Agreement (the “A&R Agreement”) by and between, inter alia, the Company, Albacete Aero, S.L.U. (“Albacete”), a wholly-owned subsidiary of the Company, and MAB Funding Designated Activity Company (“MAB”), a wholly-owned subsidiary of MAB Funding, LLC, which amended and restated in its entirety its November 17, 2023 Management Services Agreement with MAB Funding, LLC. Pursuant to the A&R Agreement, an affiliate of MAB agreed to fund certain value added taxes (“VAT”), which are indemnifiable by the Company, and to pursue a refund (if available) for such VAT. Such VAT (to the extent not refunded) is subject to repayment by the Company pursuant to the terms of the A&R Agreement, and shall also accrue interest at the rate of 15% per annum, compounded monthly, during the period between the time that the VAT is funded and the time that it is refunded (unless the Company exceeds certain operational budgets set forth in the A&R Agreement, in which case the interest rate will increase to 22.8% per annum). Additionally, the A&R Agreement provides that the Company will provide certain financial information and access to MAB regarding the operations of the Company, and that Albacete is authorized to perform return-to-service work on the aircraft subject to the A&R Agreement. 55 Table of Contents ITEM 6. EXHIBITS Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Bridger Aerospace Group Holdings, Inc. (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 Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023). 10.1 First Amendment to Services Agreement, dated January 18, 2024, by and between Bridger Aerospace Group Holdings, Inc. and Bridger Aerospace Europe, S.L.U.. (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2024). 10.2 Sales Agreement, dated as of January 26, 2024, by and among Bridger Aerospace Group Holdings, Inc., Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-276721) filed with the SEC on January 26, 2024). 10.3*++ Second Amendment to Services Agreement, dated May 8, 2024, by and between Bridger Aerospace Group Holdings, Inc. and Bridger Aerospace Europe, S.L.U.. 31.1* Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241). 31.2* Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241). 32.1** Certification of the Company’s Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350). 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. ++ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. 56 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized. Date: May 14, 2024 BRIDGER AEROSPACE GROUP HOLDINGS, INC. By: /s/ Timothy Sheehy Name: Timothy Sheehy Title: Chief Executive Officer and Director (Principal Executive Officer) By: /s/ Eric Gerratt Name: Eric Gerratt Title: Chief Financial Officer (Principal Accounting and Financial Officer) 57