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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
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
FirstName LastNameRobert F. Savage
condition and results of operations and the consolidated financial
statements,
Comapany NameWildfire
please New
present net loss PubCo, Inc.
attributable to common shareholders on the face
of the income
statement.
December 7, 2022 Refer
Page 2to SAB Topic 6:B.
FirstName LastName
Robert F. Savage
FirstName LastNameRobert
Wildfire New PubCo, Inc. F. Savage
Comapany7,
December NameWildfire
2022 New PubCo, Inc.
December
Page 3 7, 2022 Page 3
FirstName LastName
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