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United States securities and exchange commission logo
February 7, 2023
Timothy Sheehy
Chief Executive Officer
Bridger Aerospace Group Holdings, Inc.
90 Aviation Lane
Belgrade, MT 59714
Re: Bridger Aerospace
Group Holdings, Inc.
Registration
Statement on Form S-1
Filed January 30,
2023
File No. 333-269456
Dear Timothy Sheehy:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed January 30, 2023
Cover Page
1. Please revise your
disclosure to clarify that the sponsor holds the 115,000 note shares to
be registered for
resale. Additionally, we note that you are also registering for resale "up
to 2,488,189 shares of
Common Stock . . . that were originally issued in a private
placement to JCIC
Sponsor," thereby indicating that the total number of shares currently
held by your sponsor
would be 2,603,189 shares. Please revise to reconcile with your
disclosure on page 131
stating that the sponsor owns and may sell up to 2,528,189 shares
of common stock
pursuant to your prospectus. In this regard, we note that your current
report on Form 8-K
filed January 27, 2023 indicates that you issued 2,413,189 shares as
opposed to 2,488,189
shares in connection with the closing of the business combination.
Timothy Sheehy
FirstName LastNameTimothy SheehyInc.
Bridger Aerospace Group Holdings,
Comapany7,NameBridger
February 2023 Aerospace Group Holdings, Inc.
February
Page 2 7, 2023 Page 2
FirstName LastName
"Future sales, or the perception of future sales, of shares of our Common
Stock, by us or our
stockholders in the public market . . . ", page 49
2. We note your response to comment 4, as well as your revised disclosure
"that the number
of shares of Common Stock that the Selling Holders can sell into the
public markets
pursuant to this prospectus exceeds our current free float." Please
revise to also quantify
what percentage the resale securities would constitute of your public
float assuming the
sale of all such shares, to provide investors with a more complete
picture of your public
float. Please make conforming changes on pages 33 and 84, and also
revise your
reference on page 33 to "this prospectus supplement" to instead refer
to "this prospectus,"
if true.
Liquidity and Capital Resources
Cash, page 83
3. We note your disclosure on page 119 that "[i]n connection with the
Business
Combination, stockholders owning 34,245,643 shares of JCIC Class A
Ordinary Shares
exercised their rights to have those shares redeemed for cash at a
redemption price of
approximately $10.16 per share, or an aggregate of approximately
$347,800,000 million."
Please disclose such amount of redemptions here and discuss the
related amount of
proceeds that you raised from the business combination and how such
amount impacts
your short- and long-term plans.
Principal Securityholders, page 127
4. We note your beneficial ownership disclosure and have the following
comments:
Please provide the information required by Item 403 of
Regulation S-K with respect
to your chief financial officer Eric Gerrat.
Please disclose the natural persons with investment and/or
voting control over
Barings LLC.
Please revise your beneficial ownership disclosure pertaining
to the sponsor to also
include the 9,400,000 shares of common stock underlying the
sponsor's warrants, or
tell us why you are not required to do so.
Timothy Sheehy
FirstName LastNameTimothy SheehyInc.
Bridger Aerospace Group Holdings,
Comapany7,NameBridger
February 2023 Aerospace Group Holdings, Inc.
February
Page 3 7, 2023 Page 3
FirstName LastName
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Brian Fetterolf at 202-551-6613 or Donald Field at
202-551-3680 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Michael Heinz