Bridger Aerospace Announces Material Agreement, Equity Sales, and Leadership Changes

Ticker: BAERW · Form: 8-K · Filed: Jul 1, 2024 · CIK: 1941536

Bridger Aerospace Group Holdings, Inc. 8-K Filing Summary
FieldDetail
CompanyBridger Aerospace Group Holdings, Inc. (BAERW)
Form Type8-K
Filed DateJul 1, 2024
Risk Levelmedium
Pages10
Reading Time12 min
Key Dollar Amounts$0.0001, $11.50, $20.6 m, $17.51 million, $3.09 million
Sentimentmixed

Sentiment: mixed

Topics: material-agreement, equity-sale, leadership-change, financial-restatement

Related Tickers: BAER

TL;DR

BAER inked a big deal, sold some stock, and swapped out execs/directors - watch out for restated financials!

AI Summary

Bridger Aerospace Group Holdings, Inc. announced on June 25, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and stated that previously issued financial statements should not be relied upon. Additionally, there were departures of directors and officers, the election of new directors, and the appointment of new officers, along with changes to compensatory arrangements.

Why It Matters

This filing indicates significant corporate actions including a new material agreement and potential financial restatements, which could impact investor confidence and the company's financial reporting.

Risk Assessment

Risk Level: medium — The non-reliance on previously issued financial statements and unregistered sales of equity securities introduce uncertainty and potential financial risks.

Key Players & Entities

  • Bridger Aerospace Group Holdings, Inc. (company) — Filer
  • 0001941536 (company) — Central Index Key
  • 20240625 (date) — Report Date
  • 20240701 (date) — Filing Date

FAQ

What is the nature of the material definitive agreement entered into by Bridger Aerospace?

The filing indicates the entry into a material definitive agreement but does not provide specific details about its nature or terms within the provided text.

What specific financial statements are affected by the non-reliance statement?

The filing states 'Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review' but does not specify which particular financial statements are affected in the provided text.

What were the reasons for the departure of directors or officers?

The filing mentions the departure of directors or certain officers, the election of directors, and the appointment of officers, but the specific reasons for these changes are not detailed in the provided text.

What type of equity securities were sold in the unregistered sale?

The filing mentions 'Unregistered Sales of Equity Securities' but does not specify the type of equity securities sold in the provided text.

When did the company formerly known as Wildfire New PubCo, Inc. change its name to Bridger Aerospace Group Holdings, Inc.?

The former company name was Wildfire New PubCo, Inc., and the date of the name change was August 5, 2022.

Filing Stats: 3,025 words · 12 min read · ~10 pages · Grade level 11.1 · Accepted 2024-07-01 07:12:26

Key Financial Figures

  • $0.0001 — ch registered Common Stock, par value $0.0001 per share BAER The Nasdaq Stock Mar
  • $11.50 — of Common Stock at an exercise price of $11.50 per share BAERW The Nasdaq Stock Ma
  • $20.6 m — le to the former stockholders of FMS is $20.6 million, with $17.51 million payable (the
  • $17.51 million — ckholders of FMS is $20.6 million, with $17.51 million payable (the "Closing Issuance") in unr
  • $3.09 million — 1 per share ("Common Stock"), and up to $3.09 million of contingent equity earn-out considera
  • $5 million — EBITDA for both years equals or exceeds $5 million. The number of shares of Common Stock i
  • $7.0 billion — d raised three funds which totaled over $7.0 billion of investment capacity. Prior to foundi

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 28, 2024, Bridger Aerospace Group Holdings, Inc. (the "Company" or "Bridger") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bridger FMS Merger Sub Inc., a wholly-owned subsidiary of Bridger ("Merger Sub"), Flight Test & Mechanical Solutions, Inc. ("FMS") and Jesse Whitfield, in his capacity as company representative as described in the Merger Agreement. The closing (the "Closing") of the transactions contemplated by the Merger Agreement (the "Transactions") occurred on June 28, 2024, and pursuant to the terms of the Merger Agreement, Merger Sub merged with and into FMS, with FMS surviving as a wholly-owned subsidiary of Bridger (the "Merger"). The aggregate consideration for the Transactions payable to the former stockholders of FMS is $20.6 million, with $17.51 million payable (the "Closing Issuance") in unregistered shares of Bridger's common stock, par value $0.0001 per share ("Common Stock"), and up to $3.09 million of contingent equity earn-out consideration (the "Earnout Issuance"), as may be adjusted pursuant to the terms of the Merger Agreement, including for FMS' cash, accrued dividends and net working capital as of the Closing. The 4,386,993 of shares of Common Stock issuable to the former stockholders of FMS in respect of the Closing Issuance was determined by reference to the volume weighted average price per share of Common Stock as reported on Nasdaq for the 90 consecutive trading days ending as of the close of the trading day immediately preceding the effective date of the Merger. The amount of the Earnout Issuance, if any, payable is based on the "FMS EBITDA" (as defined in the Merger Agreement) for the calendar years 2025 and 2026, and the full-earnout would be achieved if the combined FMS EBITDA for both years equals or exceeds $5 million. The number of shares of Common Stock issuable to the former stockholders of FMS in respect of the Earnout Issuance wi

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. None of the shares of Common Stock to be issued in connection with the Transactions will be registered under the Securities Act of 1933, as amended (the "Securities Act"), at the time of sale, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Recipients of shares of Common Stock in connection with the Transaction will have customary registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the Merger Agreement. 2

02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Complete Interim

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Complete Interim Review. In response to a comment letter from the staff of the U.S. Securities and Exchange Commission (the "SEC"), Company management has identified an error in the calculation of diluted EPS. The miscalculation affects the Company's previously issued audited consolidated financial statements as of and for the year ended December 31, 2023 and its previously issued unaudited interim condensed consolidated financial statements for each of the first three quarters in the year ended December 31, 2023 (collectively, the "Affected Financials") resulting from a miscalculation of net income (loss) attributable to common stockholders - diluted (the "numerator") used in the determination of net income (loss) per common stock - diluted ("diluted EPS") and a difference in the weighted average common stock outstanding – diluted (the "denominator") used in the determination of the shares outstanding for diluted EPS for the three months ended March 31, 2023, the six months ended June 30, 2023, the three and nine months ended September 30, 2023, and for the year ended December 31, 2023. The error resulted in a misstatement of diluted EPS in each of the Affected Financials. On June 25, 2024, the Audit Committee of the Company's Board of Directors (the "Audit Committee"), after discussion with Company management, concluded that such miscalculation was material with respect to the audited financial statements of the Company included in its Annual Report on Form 10-K (the "Form 10-K") for the year ended December 31, 2023 and the unaudited interim financial statements of the Company for the three months ended March 31, 2023, the six months ended June 30, 2023 and for the three and nine months ended September 30, 2023 included in the Company's Quarterly Reports on Form 10-Q filed on May 12, 2023, August 10, 2023 and November 13, 2023 (collectively, the "Affected Form 10-Qs"),

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Company announced the following changes to its executive officers and the Board of Directors of the Company (the "Board"): Resignation of Tim Sheehy as President, Chief Executive Officer, and Member of the Board of Directors On July 1, 2024, Tim Sheehy, President, Chief Executive Officer, and director of the Company, notified the Company of his decision to resign from his position as President, Chief Executive Officer, and from the Board, effective immediately. Mr. Sheehy has confirmed that his resignation is not due to any disagreement with the Company on any matters relating to the Company's operations, policies or practices. 3 Appointment of Sam Davis as Interim Chief Executive Officer On July 1, 2024, the Board appointed Sam Davis as interim Chief Executive Officer, effective immediately. Sam Davis, age 40, served as Chief of Staff of Bridger since April and previously served as Vice President of Finance from July 2020 until April 2023 and Controller from January 2019 until July 2020. Prior to joining Bridger, Mr. Davis worked at Oracle, Inc. from January 2015 until January 2019 as a Project Manager 3, Sr. Business Analyst. Mr. Davis holds an Master in Business Administration from San Jose State University and a Bachelor of Science in Accounting and Finance from Boise State University. There is no arrangement or understanding between Mr. Davis and any other person pursuant to which Mr. Davis was appointed as an officer. At this time, the Company is not aware of any family relationships among any of the Company's directors or executive officers with Mr. Davis or any transactions with Mr. Davis that would require disclosure under Item 404(a) of Regulation S-K. Appointment of Dan Drohan to the Board of Directors On July 1, 2024, the Board appointed Dan Drohan as a Class I Director of the Boar

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 1, 2024 the Company issued a press release announcing the resignation of Mr. Timothy Sheehy as Chief Executive Officer and Director, the appointment of Sam Davis as interim Chief Executive Officer and the appointment of Jeffrey Kelter as Executive Chairman. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. On July 1, 2024 the Company issued a press release announcing the appointment of Mr. Drohan as a Class I director. A copy of the press release is furnished herewith as Exhibit 99.2 and incorporated herein by reference. On July 1, 2024 the Company issued a press release announcing the completion of the Transactions and the acquisition of FMS. A copy of the press release is furnished herewith as Exhibit 99.3 and incorporated herein by reference. Furnished as Exhibit 99.4 and incorporated by reference herein is an investor presentation dated July 2024 that will be used by the Company during investor meetings. The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 2.1 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 99.1 Press Release by Bridger Aerospace Group Holdings, Inc., dated July 1, 2024, entitled "Bridger Aerospace Announces Changes to its Management Team" 99.2 Press Release by Bridger Aerospace Group Holdings, Inc., dated July 1, 2024, entitled "Bridger Aerospace Announces Addition to its Board of Directors" 99.3 Press Release by Bridger Aerospace Group Holdings, Inc., dated July 1, 2024, entitled "Bridger Aerospace Acquires FMS Aerospace, Boosting In-House Engineering Capabilities and Diversifying its Customer Base and Seasonality" 99.4 Investor Presentation dated July 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5

SIGNATURES

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: July 1, 2024 By: /s/ James Muchmore James Muchmore Chief Legal Officer and Executive Vice President 6

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