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United States securities and exchange commission logo
January 20, 2023
Timothy Sheehy
Chief Executive Officer
Wildfire New PubCo, Inc.
90 Aviation Lane
Belgrade, MT 59714
Re: Wildfire New PubCo,
Inc.
Draft Registration
Statement on Form S-1
Submitted December
30, 2022
CIK No. 0001941536
Dear Timothy Sheehy:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1. For each of the
securities being registered for resale, please disclose the price that such
selling securityholders
paid for each of their securities or, to the extent applicable, the
price that such selling
securityholders paid for any securities overlying any securities
being registered for
resale. Please make conforming changes in the prospectus summary.
2. We note your disclosure
that the each of the warrants "has an exercise price of $11.50 per
share of Common Stock,"
and that you "believe the likelihood that Warrant Holders will
exercise the Warrants .
.. . depends on the trading price of our Common Stock." Please
revise to also disclose
the market price of the underlying securities compared to the
exercise price of the
warrants, as you do on page 51, and if the warrants are out the
Timothy Sheehy
Wildfire New PubCo, Inc.
January 20, 2023
Page 2
money, please revise to disclose the likelihood that warrant holders
will not exercise their
warrants. Provide similar disclosure in the prospectus summary, risk
factors, and
Management s Discussion and Analysis of Financial Condition and
Results of Operations
section. As applicable, please also revise your Management s
Discussion and Analysis of
Financial Condition and Results of Operations section to describe the
impact on your
liquidity and the ability of your company to fund your operations on a
prospective basis
with your current cash on hand. If the company is likely to have to seek
additional capital,
discuss the effect of this offering on the company s ability to raise
additional capital.
Summary, page 7
3. Please revise to highlight any differences in the current trading price,
the prices that the
selling securityholders acquired their shares and warrants, and the
price that the public
securityholders acquired their shares and warrants. Disclose that while
the selling
securityholders may experience a positive rate of return based on the
current trading price,
the public securityholders may not experience a similar rate of return
on the securities
they purchased due to differences in the purchase prices and the current
trading price.
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price. Lastly, please include appropriate risk factor
disclosure.
Risk Factors
"Future sales, or the perception of future sales, of shares of our Common
Stock, by us or our
stockholders in the public market . . . ", page 46
4. We note your disclosure that "[t]he sale of all or a substantial portion
of the Common
Stock and Private Placement Warrants being offered for resale in this
prospectus or the
perception that these sales could occur, could result in a significant
decline in the public
trading price of our Common Stock and Warrants." To illustrate this
risk, please also
disclose the initial purchase price of the securities being registered
for resale. To the
extent that your current trading price is at or below Jack Creek
Investment Corp.'s initial
public offering price, please also disclose that certain selling
securityholders may have an
incentive to sell because they will still profit on sales of shares
purchased at lower prices
as compared to the prices paid by public investors.
Please contact Brian Fetterolf at 202-551-6613 or Donald Field at
202-551-3680 with
any questions.
Sincerely,
FirstName LastNameTimothy Sheehy
Division of
Corporation Finance
Comapany NameWildfire New PubCo, Inc.
Office of Trade &
Services
January 20, 2023 Page 2
cc: Michael Heinz
FirstName LastName