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May 29, 2024
Eric Gerratt
Chief Financial Officer
Bridger Aerospace Group Holdings, Inc.
90 Aviation Lane
Belgrade MT 59714
Re:Bridger Aerospace Group Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarterly Period Ended March 31, 2024
Form 8-K dated May 13, 2024
File No. 001-41603
Dear Eric Gerratt:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 8. Financial Statements and Supplementary Data
Note 20 - Mezzanine Equity, page 105
1.Please explain why your mandatorily redeemable Series A Preferred Stock is not
classified as a liability referencing authoritative literature that supports your conclusion.
Note 23 - Earnings (Loss) Per Share, page 110
2.We note the adjustments to net loss to arrive at diluted earnings (loss) attributable to
common stockholders. Please explain why each adjustment is appropriate to arrive at
diluted earnings (loss) attributable to common stockholders referencing authoritative
literature that supports your conclusion. Refer to ASC 260-10-45-16 and 260-10-45-40
through 42.

 FirstName LastNameEric Gerratt
 Comapany NameBridger Aerospace Group Holdings, Inc.
 May 29, 2024 Page 2
 FirstName LastName
Eric Gerratt
Bridger Aerospace Group Holdings, Inc.
May 29, 2024
Page 2
Item 15. Exhibit and Financial Statement Schedules, page 114
3.We note that your annual report is incorporated by reference in Form S-3 filed January 26,
2024. As such, please provide the consent of your independent registered public
accounting firm or tell us why consent is not required. Refer to Item 601(b)(23)(ii) of
Regulation S-K.
Form 10-Q for the Quarterly Period Ended March 31, 2024
Exhibits 31.2 and 31.2, page 1
4.Please tell us why the certifications filed as Exhibits 31.1 and 31.2 do not include
paragraph 4(b) and the introductory language in paragraph 4 referring to internal control
over financial reporting. Refer to Item 601(b)(31) of Regulation S-K.
Form 8-K dated May 13, 2024
Exhibit 99.1, page 1
5.Reference is made to your disclosure on page 1 of first quarter 2024 adjusted EBITDA.
Please present the most directly comparable GAAP measure with equal or greater
prominence to your non-GAAP measure. Refer to Item 10(e)(1)(i)(A) of Regulation S-K
and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services