8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2024

Bridger Aerospace Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41603	88-3599336
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

90 Aviation Lane Belgrade, Montana	59714
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (406) 813-0079

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BAER	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	BAERW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Bridger Aerospace Group Holdings, Inc. (the “Company”) announced the following change to the Board of Directors of the Company (the “Board”):

On March 4, 2024, the Company’s Board of Directors, pursuant to a Board resolution, expanded the size of the Board from 9 directors to 11 directors and elected David A. Schellenberg, age 60, to serve as a Class I director until the 2026 Annual Meeting of Stockholders. There is no arrangement or understanding between Mr. Schellenberg and any other person pursuant to which Mr. Schellenberg was appointed as a director. At this time, the Company is not aware of any transactions with Mr. Schellenberg that would require disclosure under Item 404(a) of Regulation S-K. Mr. Schellenberg will receive compensation for his Board service consistent with compensation received by the Company’s other non-employee directors (which is described in the Company’s 2023 Proxy Statement).

On March 5, 2024, the Company’s Board of Directors also elected Elizabeth C. Fascitelli, age 65, to serve as a Class II director until the 2024 Annual Meeting of Stockholders. There is no arrangement or understanding between Ms. Fascitelli and any other person pursuant to which Ms. Fascitelli was appointed as a director. At this time, the Company is not aware of any transactions with Ms. Fascitelli that would require disclosure under Item 404(a) of Regulation S-K. Ms. Fascitelli will receive compensation for her Board service consistent with compensation received by the Company’s other non-employee directors (which is described in the Company’s 2023 Proxy Statement).

Item 7.01 Regulation FD Disclosure.

On March 8, 2024, the Registrant issued a press release titled “Bridger Aerospace Strengthens Board with the Addition of Seasoned Business Leaders Elizabeth C. Fascitelli and David A. Schellenberg as Independent Directors,” a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

  Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 8, 2024 titled “Bridger Aerospace Strengthens Board with the Addition of Seasoned Business Leaders Elizabeth C. Fascitelli and David A. Schellenberg as Independent Directors.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

	BRIDGER AEROSPACE GROUP HOLDINGS, INC.
Dated: March 8, 2024	By:	/s/ James Muchmore
		James Muchmore
		Chief Legal Officer and Executive Vice President

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EX-99.1

Exhibit 99.1

 

Bridger Aerospace Strengthens Board with the Addition of Seasoned Business Leaders Elizabeth C. Fascitelli and David A. Schellenberg as Independent Directors

BELGRADE, MT, March 8, 2024 – Bridger Aerospace Group Holdings, Inc. (“Bridger”, “the Company” or “Bridger Aerospace”), (NASDAQ: BAER, BAERW), one of the nation’s largest aerial firefighting companies, today announced the appointment of seasoned business leaders Elizabeth C. Fascitelli and David A. Schellenberg as independent directors, increasing the size of the Board to 11 members.

Jeffrey Kelter, Bridger’s Chairman, commented, “The addition of two proven leaders is a very powerful statement in Bridger’s continuing evolution as a public company. They each bring a wealth of experience and expertise that will be invaluable to help guide the continued growth and value creation at Bridger Aerospace. We look forward to their contributions as we leverage the infrastructure we have in place to provide the most effective aerial firefighting solutions in the growing battle against wildfires.”

Elizabeth Fascitelli stated, "I am excited about working with the Bridger’s board and executive team as we focus on long-term success, growth, and financial performance to drive the business forward and create value for our stakeholders. I couldn't be more optimistic about the future of Bridger." Additionally, Mr. Schellenberg added that "I am honored to join the Board at such an exciting time for Bridger. I look forward to working closely with the leadership team and leveraging my industry experience to contribute to Bridger’s success."

Elizabeth Fascitelli, age 65, is a businesswoman and philanthropist. Ms. Fascitelli had a 37-year career with Goldman Sachs Group, most recently serving as a Partner and Managing Director and Chief Operating Officer of the Merchant Banking Division. She served in multiple roles and on numerous firm wide committees including the divisional Investment, Risk and Client/Business Standards Committees. She led many initiatives over the years including those for Compliance, Diversity, Women Investing and Risk. Ms. Fascitelli has served on many public, private, and not for profit boards. She recently finished her eight-year term as a Trustee of Dartmouth College. Ms. Fascitelli currently serves on the Boards of Cold Spring Harbor, Cure Huntington’s Disease Initiative (CHDI) Perella Weinberg Partners and Jaws Mustang Acquisition Corporation. She is also co-chair of the Milwaukee Health Equity Initiative. Ms. Fascitelli earned a Bachelor of Arts from Dartmouth College and a Master’s in Business Administration from Harvard Business School.

David A. Schellenberg, age 60, is a seasoned businessman with over 30 years of operating and financial leadership and risk management experience. He is currently a Managing Director and Principal with Highland West Capital, a private equity firm in Vancouver, Canada. Prior to that, Mr. Schellenberg was with Conair Group and its subsidiary Cascade Aerospace for many years, including serving as President and Chief Executive Officer, where he and his team built these niche aviation and aerospace companies into industry leaders. In 2012, he was honored with a CEO of the Year award from Business in Vancouver. Mr. Schellenberg also acted as a Managing Director in the Corporate Office of the Jim Pattison Group, Canada’s second largest private company. Mr. Schellenberg has served on many company and charitable boards and currently holds the position of Chairman of Teekay Corp., a NYSE listed company, and also serves on the board of its daughter company Teekay Tankers Ltd, also a NYSE listed company. Mr. Schellenberg is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA) and a member of the Young President’s Organization’s British Colombia chapter. He received an undergraduate degree from the University of Manitoba and a Master’s in Business Administration from the University of Western Ontario.

About Bridger Aerospace

Based in Belgrade, Montana, Bridger Aerospace Group Holdings, Inc. is one of the nation’s largest aerial firefighting companies. Bridger provides aerial firefighting and wildfire management services to federal and state government agencies, including the United States Forest Service, across the nation, as well as internationally. More information about Bridger Aerospace is available at https://www.bridgeraerospace.com.

Investor Contacts

Alison Ziegler
Darrow Associates
201-220-2678
aziegler@darrowir.com

XML

Cover	Mar. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 04, 2024
Entity File Number	001-41603
Entity Registrant Name	Bridger Aerospace Group Holdings, Inc.
Entity Central Index Key	0001941536
Entity Tax Identification Number	88-3599336
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	90 Aviation Lane
Entity Address, City or Town	Belgrade
Entity Address, State or Province	MT
Entity Address, Postal Zip Code	59714
City Area Code	(406)
Local Phone Number	813-0079
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BAER
Security Exchange Name	NASDAQ
Warrants Each Exercisable For One Share Of Common Stock At Exercise Price Of 11. 50 Per Share [Member]
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	BAERW
Security Exchange Name	NASDAQ