What changed in this filing

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Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-20 · 40 added, 45 removed, 188 unchanged (31% of the section changed)

2 unchanged sentences

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.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the current 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, 2024, 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.

Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of December 31, 2024, with regard 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.

3 unchanged sentences

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

Management’s Report on Internal Control 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.

2 unchanged sentences

Our management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, 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.

Based on that assessment, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2024, with regard to the material weaknesses, which is 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.

During the audit of our financial statements, for the fiscal year ended December 31, 2024, we and our independent registered public accounting firm identified a material weakness, 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, 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.

We have identified two material weaknesses in our internal control over financial reporting, which we are in the process of, and are focused on, remediating.

The material weaknesses are related to the accounting for complex transactions within our financial statement closing and reporting process, and maintaining and monitoring user access to certain IT systems contributing to our financial reporting.

While we remediated substantial parts of these pre-existing material weaknesses throughout the year, we concluded that we may be exposed to the risk of material misstatement in our financial reports by a deficiency in our precision of the review of the inputs provided by external technical accounting experts, as well as the assignment and monitoring of user access in some of our IT applications.

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:

• 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.

We have already begun the process of, and are focused on, increasing the effectiveness of our internal control over financial reporting and remediating the material weakness, including:

• improving the workflow for complex accounting transactions to include multiple levels of review and increase the time available to thoroughly evaluate the application of GAAP and improve the precision of review of assumptions made within third party accounting experts’ work product and

• hiring a Director of Technical Accounting and Reporting in December 2024 to augment and improve our review of third-party accounting advice.

• restricting privileged access in our general ledger and account reconciliation applications to ensure the strict enforcement of workflows following the four-eyes principle, and

• designing controls to closely monitor the way in which remaining privileged access to financially relevant IT applications is exercised by those who hold it.

While these ongoing and planned actions are subject to constant 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 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.

1 unchanged sentence

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.

This Annual Report does not include an attestation report of our registered public accounting firm on management’s report on internal control 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.

14 unchanged sentences

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

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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

8 unchanged sentences

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

2.2+ Agreement and Plan of Merger, dated June 28, 2024, by and among Flight Test & Mechanical Solutions, Inc., Bridger Aerospace Group Holdings, Inc., Bridger FMS Merger Sub Inc.

and Jesse Whitfield, solely in his capacity as the company representative (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2024).

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

7 unchanged sentences

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).

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).

4.3* Description of the Company’s Securities .

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

20 unchanged sentences

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

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).

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).

10.12 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.

61 unchanged sentences

and Bridger Aerospace Europe, S.L.U.

(incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2024).

10.40 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).

(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).

10.41 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).

10.42 Form of Securities Purchase Agreement, dated as of April 15, 2024, by and between Bridger Aerospace Group Holdings, Inc.

and the investor party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2024).

10.43++ Second Amendment to Services Agreement, dated May 8, 2024, by and between Bridger Aerospace Group Holdings, Inc.

and Bridger Aerospace Europe, S.L.U.

(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024).

19.1* Bridger Aerospace Group Holdings, Inc.

Insider Trading and Confidentiality Policy.

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

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.

23.1* Consent of Crowe LLP.

31.1* Certification of the Company’s Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C.

Section 7241).

1 unchanged sentence

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.

32.1** Certification of the Company’s Interim Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C.

Section 1350).

97.1 Bridger Aerospace Group Holdings, Inc.

Policy on Recoupment of Incentive Compensation.

Policy on Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2024).

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

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BRIDGER AEROSPACE GROUP HOLDINGS, INC.

/s/ Timothy Sheehy

Timothy Sheehy

Chief Executive Officer

/s/ Sam Davis

Interim Chief Executive Officer

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:

Signatures Title Date

/s/ Timothy Sheehy Chief Executive Officer and Director

/s/ Sam Davis Interim Chief Executive Officer

(Principal Executive Officer)

March 14, 2025

Timothy Sheehy

/s/ Eric Gerratt Chief Financial Officer

(Principal Accounting and Financial Officer)

(Principal Accounting Officer and Principal Financial Officer)

March 14, 2025

2 unchanged sentences

Jeffrey Kelter

/s/ Dan Drohan

Director March 14, 2025

/s/ Elizabeth Fascitelli

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Director March 14, 2025

/s/ Todd Hirsch

Director March 20, 2024

/s/ Wyman Howard

Director March 14, 2025

/s/ McAndrew Rudisill

Chief Investment Officer and Director March 20, 2024

McAndrew Rudisill

/s/ Robert Savage

4 unchanged sentences

David Schellenberg

/s/ Matthew Sheehy

Director March 20, 2024

Matthew Sheehy

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