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. |
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 |
