United States securities and exchange commission logo
July 11, 2022
Eric J. Block
Chief Legal Officer
Global Business Travel Group, Inc.
666 3rd Avenue, 4th Floor
New York, NY 10017
Re: Global Business
Travel Group, Inc.
Registration
Statement on Form S-1
Filed June 21, 2022
File No. 333-265748
Dear Mr. Block:
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
Cover Page
1. For each of the shares
and warrants being registered for resale, please disclose the price
that the selling
securityholders paid for such shares or warrants, or the securities overlying
such shares or
warrants.
2. Disclose the exercise
price of the warrants compared to the market price of the underlying
security. We note that
the warrants are out the money. Please disclose the likelihood that
warrant holders will
not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
cash proceeds
associated with the exercises of the warrants are dependent on the stock
Eric J. Block
Global Business Travel Group, Inc.
July 11, 2022
Page 2
price. As applicable, describe the impact on your liquidity and update
the discussion of
your ability to fund your operations on a prospective basis with your
current cash on
hand.
3. We note the significant number of redemptions of your Class A common
stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. We
also note that some of
the shares being registered for resale were received by the selling
securityholders for no
consideration or purchased for prices considerably below the current
market price of the
Class A common stock. Highlight the significant negative impact sales
of shares on this
registration statement could have on the public trading price of the
Class A common
stock.
Prospectus Summary, page 1
4. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
common stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. 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. As examples only, revise your disclosures
in the prospectus
summary, risk factors, liquidity update at page 73 and MD&A.
5. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that the Continuing JerseyCo Owners, Holders of GBT
Legacy MIP
Options and GBT Legacy MIP Shares collectively are the beneficial
owners of over
80% of your outstanding shares and will be able to sell all of their
shares for so long as the
registration statement of which this prospectus forms a part is
available for use.
Risk Factors, page 7
6. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the public
trading price of the
your Class A common stock. To illustrate this risk, disclose the
purchase price of the
securities being registered for resale and the percentage that these
shares currently
represent of the total number of shares outstanding. Also disclose that
even though the
FirstName LastNameEric J. Block
current trading price is significantly below the SPAC IPO price, certain
selling
Comapany NameGlobal
securityholders Business
have Travel to
an incentive Group, Inc. they will still profit
on sales because of
sell because
July 11,the lower
2022 price
Page 2 that they purchased their shares than the public
investors.
FirstName LastName
Eric J. Block
FirstName LastNameEric J. Block
Global Business Travel Group, Inc.
Comapany
July NameGlobal Business Travel Group, Inc.
11, 2022
July 11,
Page 3 2022 Page 3
FirstName LastName
General
7. Please revise your disclosure to quantify the number of shares of
Class A common stock
that are issuable upon exercise of the private placement warrants and
public warrants that
were issued to stockholders in connection with the APSG IPO, issuable
upon the
exchange of GBT B Ordinary Shares held by the Continuing JerseyCo
Owners, issuable
upon the conversion of earnout shares held by the Continuing
JerseyCo Owners and the
holders of GBT Capital Stock and GBT Legacy MIP Options, and issuable
upon the
exercise of GBTG Options held by the holders of GBT Capital Stock and
GBT Legacy
MIP Options.
8. We note that you are seeking to register the primary issuance of (i)
shares of Class A
common stock issuable upon the exchange of GBT B Ordinary Shares held
by the
Continuing JerseyCo Owners and (ii) shares of Class A Common Stock
issuable upon the
conversion of earnout shares held by the Continuing JerseyCo
Owners and the holders
of GBT Capital Stock and GBT Legacy MIP Options. Please provide your
analysis as to
why you believe you are eligible to register the primary issuance of
the underlying
common shares to the Continuing JerseyCo Owners and holders of GBT
Capital Stock
and GBT Legacy MIP Options as the overlying securities appear to have
been offered
privately. Alternatively, please revise your registration fee table
and prospectus to indicate
that the registration statement does not cover the offer and sale of
these underlying
securities. For guidance, refer to Securities Act Sections Compliance
and Disclosure
Interpretations 103.04, 134.02 and 239.15.
9. We note you are seeking to register the resale of the converted
Founder Shares. Please
revise your disclosure here, in the Prospectus Summary and elsewhere
to discuss that the
Founder Shares are subject to the transfer restrictions pursuant to
the Sponsor Side Letter.
In that regard, we note you disclose on page 117 that pursuant to the
Sponsor Side Letter,
the Sponsor and the Insiders are not permitted to transfer their Class
A Common Stock,
subject to certain permitted exceptions, until the earlier to occur of
(a) one year following
the Closing and (b) the date which the VWAP of Class A Common Stock
exceeds $12.00
per share for any 20 trading days within a period of 30 consecutive
trading days.
Additionally, revise to describe the permitted exceptions to the
transfer restrictions that
you suggest.
10. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the Sponsor and private placement investors
acquired their shares and
warrants, and the price that the public securityholders acquired their
shares and warrants.
Disclose that while the Sponsor and private placement investors 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
Eric J. Block
Global Business Travel Group, Inc.
July 11, 2022
Page 4
the selling securityholders will earn based on the current trading price.
Lastly, please
include appropriate risk factor disclosure.
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 Karina Dorin, Staff Attorney, at (202) 551-3763 or Loan
Lauren Nguyen,
Legal Branch Chief, at (202) 551- 3642 with any questions.
Sincerely,
FirstName LastNameEric J. Block
Division of
Corporation Finance
Comapany NameGlobal Business Travel Group, Inc.
Office of Energy &
Transportation
July 11, 2022 Page 4
cc: Gregory A. Fernicola
FirstName LastName