SEC Comment Letter 0000000000-22-013170 to Bridger Aerospace Group Holdings, Inc. (BAER, BAERW) (CIK 0001941536) (BAER)
Bridger Aerospace Group Holdings, Inc. (BAER, BAERW) (CIK 0001941536)
Date: Dec. 7, 2022 · CIK: 0001941536 · Accession: 0000000000-22-013170
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File numbers found in text: 333-266840
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United States securities and exchange commission logo
December 7, 2022
Robert F. Savage
President
Wildfire New PubCo, Inc.
386 Park Avenue South, FL 20
New York, NY 10016
Re:Wildfire New PubCo, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed November 25, 2022
File No. 333-266840
Dear Robert F. Savage:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 18, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed November 25, 2022
Risk Factors
"A small number of New Bridger's stockholders could significantly influence its business.", page
83
1.We note your disclosure that you "will have a few significant stockholders who own a
substantial percentage of its outstanding equity of New Bridger following the Business
Combination," and that as a result, such stockholders "may be able to exercise significant
influence over matters requiring stockholder approval." Please revise to identify such
stockholders. For example, please clarify whether you are referring to your current
officers and directors of Bridger, as it appears that they may hold majority control after
the business combination in a maximum redemption scenario. Please disclose your
FirstName LastNameRobert F. Savage
Comapany NameWildfire New PubCo, Inc.
December 7, 2022 Page 2
FirstName LastName
Robert F. Savage
Wildfire New PubCo, Inc.
December 7, 2022
Page 2
significant stockholder's collective percentage ownership in the combined company
assuming maximum redemptions here and on the cover page and in the summary, as well
as the percentage of shares that would need to be redeemed by JCIC public shareholders
to trigger 50% control. Additionally, please revise your disclosure to discuss under this
control scenario that such stockholders "will" control certain outcomes and will "control"
certain matters, if they choose to act together, assuming maximum redemptions.
Background of the Business Combination, page 124
2.We note your disclosure that "[o]n November 23, 2022, UBS was engaged as capital
markets advisor to JCIC." Please provide a more detailed discussion around UBS' role in
the transaction following its engagement as capital markets advisor, including UBS'
contemplated role and duties leading up to the anticipated closing of the business
combination. In revising your disclosure, please provide additional context regarding the
parties' determination to make UBS' potential aggregate fee (including both the capital
markets advisory and deferred underwriting fees) partially dependent "on the level of
JCIC public share redemptions."
Index to Financial Statements, page F-1
3.Please include audited financial statements for Jack Creek Investment Corp. as of and for
the periods ended December 31, 2021 and 2020 in your next amendment.
Item 21. Exhibits and Financial Statement Schedules, page II-2
4.In Exhibit 5.1, we note counsel's statement that "[w]e have also assumed that each of JCIC
and the Warrant Agent (i) is validly existing, (ii) has duly authorized, executed and
delivered the Warrant Agreement, (iii) will duly authorize, execute and deliver the
Warrant Assumption Agreement, and (iv) had and/or has all requisite legal ability to do
so." Please have counsel exclude JCIC from assumptions (i), (ii) and (iv), as it is not
appropriate to assume that JCIC is validly existing and has taken all corporate actions
necessary with respect to the warrants. For guidance, refer to Section II.B.3.a. of Staff
Legal Bulletin No. 19.
General
5.Where you present statements of operations for Bridger Aerospace Group Holdings, such
as in the pro forma information, management's discussion and analysis of financial
condition and results of operations and the consolidated financial statements,
please present net loss attributable to common shareholders on the face of the income
statement. Refer to SAB Topic 6:B.
FirstName LastNameRobert F. Savage
Comapany NameWildfire New PubCo, Inc.
December 7, 2022 Page 3
FirstName LastName
Robert F. Savage
Wildfire New PubCo, Inc.
December 7, 2022
Page 3
You may contact Blaise Rhodes at 202-551-3774 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jackie Cohen