United States securities and exchange commission logo
September 9, 2022
Robert F. Savage
President
Wildfire New PubCo, Inc.
386 Park Avenue South, FL 20
New York, NY 10016
Re: Wildfire New PubCo,
Inc.
Registration
Statement on Form S-4
Filed August 12,
2022
File No. 333-266840
Dear Mr. Savage:
We have reviewed your 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.
Registration Statement on Form S-4 filed August 12, 2022
Q. What will Bridger stockholders receive...?, page xxii
1. Revise to provide an
illustrative example of the amount of consideration payable based
upon the formula you
disclose using a recent practicable date associated with the various
inputs to the formula.
Revise to clarify, if true, that this amount will fluctuate and, if you
know in which direction
the inputs are likely to fluctuate, revise to state as much and
project the likely
results of such fluctuations.
Q: What equity stake will current JCIC shareholders and Existing Bridger
Equityholders hold . . .
?, page xxiii
2. We note that the answer
presents the equity stake breakdown based upon "no redemption"
and "maximum
redemption" scenarios. Please revise to offer at least one additional
Robert F. Savage
Wildfire New PubCo, Inc.
September 9, 2022
Page 2
redemption scenario in between those you currently present. Also,
separately disclose the
sponsor and its affiliates total potential ownership from JCIC s
independent
directors. Make conforming changes throughout the proxy
statement/prospectus,
including on page 10, and revise your risk factor on page 36 to also
take into account the
sponsor earnout shares, new award grants and the conversion of all
convertible securities
(including the private and public warrants). Last, tell us why you are
utilizing an
"expected $1 million outstanding balance on the promissory note" in
footnote (3).
Q: What happens if a substantial number of the public shareholders . . . ? ,
page xxvii
3. We note your disclosure of the trust value per JCIC Class A Ordinary
share across a range
of varying redemption scenarios, as well as the table presenting
possible sources of
dilution. Please also revise to take into account the impact of equity
issuances on the per
share value, including the exercises of public and private warrants,
the new award grants
and the conversion of the promissory note (as applicable) under each
redemption scenario.
Q: How does the Sponsor intend to vote its shares?, page xxxiii
4. Here and elsewhere, as applicable, please describe any consideration
provided in
exchange for the agreement by each of the sponsor and its affiliates
to waive their
redemption rights with respect to their founder shares and public
shares.
Summary of the Proxy Statement/Prospectus, page 1
5. Please revise to include pre- and post-closing charts to illustrate
the relationships of
the various parties before and after the First, Second and Third
mergers, depicting
ownership and economic interests and related ownership structures. In
order to facilitate
an understanding of the entities involved, please include a discussion
of the functions and
services each entity performs, including those agreements discussed in
your risk factor on
page 71 and your section entitled "Certain Relationships and Related
Party Transactions"
on page 254. Clearly identify all material contracts and arrangements
through which the
combined company purports to obtain economic rights and exercise
control that results in
consolidation of two of such entities into Bridger's financial
statements. Please also
explain why you use a variable interest entity structure and discuss
whether you will
continue to generally utilize the variable interest entity structure
in the future. In this
regard, we note your disclosure on page 71 that "[t]he Merger
Agreement contemplates
that all of the outstanding equity interests in [Mountain Air, LLC]
will be transferred to
Bridger prior to the Closing . . . ."
The JCIC Board's
FirstName Reasons for
LastNameRobert F.the Business Combination, page 6
Savage
Comapany
6. NameWildfire
Revise New
to disclose, as youPubCo, Inc. xxii, the consideration of
certain potentially material
do on page
negative
September factors
9, 2022 Pagethe
2 JCIC Board also considered.
FirstName LastName
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Comapany 9,
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Interests of JCIC's Directors and Executive Officers in the Business
Combination, page 15
7. Please highlight the risk that the sponsor and its affiliates will
benefit from the completion
of a business combination and may be incentivized to complete an
acquisition of a less
favorable target company or on terms less favorable to shareholders
rather than liquidate,
as you do on pages 26 and 143. Please also clarify if the sponsor and
its affiliates can earn
a positive rate of return on their investment, even if other JCIC
public shareholders
experience a negative rate of return in the post-business combination
company, as you do
on pages 26 and 143. Last, please separate your discussion of the
sponsor and its affiliates
from your your directors and officers that hold additional interests
in JCIC (e.g., Heather
Hartnett, Samir Kaul and Richard Noll), and provide comparable
disclosure for such
directors and officers. Please make conforming changes throughout the
proxy
statement/prospectus as applicable.
"JCIC may redeem your unexpired warrants prior to their exercise at a time that
is
disadvantageous to you . . . ", page 38
8. Please highlight the material differences between the public warrants
and the private
warrants, particularly by disclosing that JCIC cannot redeem the
private warrants held by
the sponsor or its permitted transferees subject to certain
exceptions, as you discuss on
page 264. Please also briefly describe the exceptions pursuant to
which the registrant may
redeem such private warrants. Last, clarify whether recent common
stock trading prices
exceed the threshold that would allow the company to redeem public
warrants.
Operations Risks, page 52
9. You disclose several risks that relate to your need for or intent to
offer services
internationally, however, it does not appear that these risks are ripe
given the lack of any
imminent operations in such locations. Tell us why you believe a
discussion of such risks
is appropriate or revise to clarify your plans in that regard.
"We have government customers...", page 61
10. Enhance your discussion of this risk to specify the amount of revenue
that constitutes a
"substantial portion" and that are subject to the appropriation
approval.
"Our amended and restated certificate of incorporation requires, to the fullest
extent permitted by
law . . . ", page 80
11. We note your disclosure that, regarding the forum selection clause in
your exclusive
forum provision, federal court will be the exclusive forum for
litigation arising under the
Securities Act. Section 22 of the Securities Act creates concurrent
jurisdiction for federal
and state courts over all suits brought to enforce any duty or
liability created by the
Securities Act or the rules and regulations thereunder. In that
regard, please amend your
risk factor to acknowledge that there is uncertainty as to whether a
court would enforce
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such provision.
Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 93
12. Please tell us why the adjustment noted in footnote (Q) is increasing
accumulated deficit
when the related adjustment noted in footnote (SS) appears to be
decreasing your net loss.
Background of the Business Combination, page 123
13. We note your disclosure that JCIC "commenced due diligence" with
respect to "seven
such potential business combination targets (other than Bridger)."
Please include a more
detailed discussion regarding any material meetings, discussions or
negotiations that JCIC
had with these potential targets, including a discussion of the
additional target to whom
JCIC sent a non-binding LOI to (other than Target A and Bridger). In
revising your
disclosure, please discuss the general industry of such targets in
addition to Target A.
With respect to JCIC's decision to terminate discussions with Target
A, please elaborate
on what you mean by "unfavorable market conditions," and also explain
the reason why
you did not pursue a business combination with the other potential
candidate that received
a non-binding LOI.
14. We note your disclosure that "[f]rom time to time, JCIC had general
catch-up calls with
UBS Securities LLC ( UBS ), a lead book-runner in JCIC s IPO."
Please explain what
you mean by "catch-up calls" and provide a more detailed discussion of
such calls and
what was discussed between JCIC and UBS. Additionally, please quantify
the
aggregate fees payable to UBS upon completion of a business
combination.
15. We note your disclosure that a representative of J.P. Morgan SSG
initially "contacted a
representative of JCIC, to discuss the potential investment
opportunity presented by
Bridger," as well as your disclosure that J.P. Morgan Securities "was
not involved in the
introduction to Bridger and did not advise JCIC in connection with the
Business
Combination." Please revise to explain how J.P. Morgan Securities was
not involved in
such introduction, and clarify J.P. Morgan Securities' relationship
with J.P. Morgan SSG.
16. Elaborate upon the content of Bridger's financial model, which was
discussed on January
3 and 25, 2022. Explain who prepared the model and whether it relied
upon financial
projections of any kind.
17. We note your disclosure that, on January 10, 2022, JCIC sent a
draft non-binding term
sheet to Bridger which contemplated (i) a pre-money enterprise value
of $800,000,000,
which was based on the mid-point of a range of EBITDA multiples
applied to Bridger s
2023E EBITDA . . . . Please revise to provide more detail regarding
the negotiations and
board considerations leading up to the final agreed-upon valuation,
including a further
description of the financial projections and any discussions relating
to the projections
underlying assumptions. In revising your disclosure, please revise to
clarify whether the
pre-money enterprise value of $807,600,000 exchanged on April 15, 2022
was the final
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agreed-upon valuation of Bridger, and discuss how such valuation was
used in setting the
transaction consideration. Provide the implied pre-money equity values
that were derived
from the pre-money enterprise values. In this regard, we note that it
appears that the
transaction consideration ultimately used a net equity value of
$724,600,000.
18. We note your disclosure that "[o]n April 25, 2022, Bridger consummated
its Series C
preferred financing, with J.P. Morgan SSG as the principal investor"
in an amount of $300
million. Please also discuss the purpose of this financing and the
related interests of the
parties in connection with the proposed business combination, and
particularly elaborate
on the "plan to redeem preferred shares of Bridger" and identify the
holders of such
shares. In this regard, we note your disclosure on page 253 indicates
that the majority of
this financing was used to redeem certain preferred shares of Bridger
held by the BTO
Stockholders and by Bridger Element LLC, which is beneficially owned
by Matthew
Sheehy. Please also discuss the details of any discussions pertaining
to the agreement that
such Series C preferred stock would be converted into New Bridger
Series A Preferred
Stock upon closing of the business combination, including "the
calculation of the value of
the Bridger Series C Preferred Shares."
19. Explain how the LOI terms evolved to include the Series C preferred
round of financing
and removed the expectation of a PIPE financing.
20. We note your disclosure that the revised draft LOI on May 3, 2022
provided that the BTO
Stockholders would be subject to a 6-month lock-up period (as opposed
to one year) and
that the initial composition of the combined company's board would
include "two
directors to be designated by BTO Stockholders," subject to a ten
percent ownership
threshold in the combined company. Please disclose the details of any
discussions
pertaining to BTO Stockholders' lock-up period and anticipated
ownership and influence
in the combined company, including Bridger's decision to consummate
the Series C
preferred financing with J.P. Morgan SSG and then redeem certain
shares held by the
BTO Stockholders. Also disclose the final terms of the shareholders
agreement, as we
note that your disclosure on page 9 indicates that the BTO
Stockholders also will maintain
one director's seat for so long as they hold at least 33% of the
shares that they held at
closing.
21. We note your disclosure that "[o]n July 21, 2022, Bridger completed
its initial municipal
bond financing issuing $135 million of industrial development revenue
bonds through
Gallatin County, Montana (with an additional $25 million of industrial
development
bonds being issued on August 10, 2022)." Please discuss the evolution
of the parties'
interest in the bond issuance and its related purpose. In this regard,
we note your
disclosure on page 125 that Bridger evaluated "a follow-on municipal
bond offering" as
one of various "capital raising options," and we also note your
disclosure on page 85
stating that the issuance was used to redeem certain outstanding
Gallatin County
municipal bonds previously issued by Bridger as well as certain
outstanding Bridger
Series A Preferred Shares. In revising your disclosure, elaborate on
the details of the 2022
issuance and JCIC's related interest in the issuance, as we note JCIC
attending meetings
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related to such financing on January 25, April 27 and May 9, 2022.
22. Please discuss all negotiations related to the potential post-closing
forfeiture of sponsor
shares and the "potential pre-Closing forfeiture by the Sponsor of
additional JCIC Class B
Ordinary Shares to be based on the amount of funds in JCIC s Trust
Account following
JCIC s shareholder redemptions." In revising your disclosure, please
disclose the final
forfeiture terms, which according to your disclosure on page 8,
includes both a pre-closing
forfeiture dependent on shareholder redemptions and post-closing
forfeiture dependent on
the combined company's stock performance.
23. Please elaborate upon the discussions and terms of the treatment of
Class D common
shares of Bridger in connection with the business combination.
24. We note your disclosure that "[r]evisions to the draft included
providing that the Sponsor
would agree to convert any outstanding loan balance under the
Promissory Note owed by
JCIC into shares of New Bridger." Please elaborate on the negotiation
of the convertible
promissory note, including which party initially proposed such
conversion and the reasons
for such deal term, and whether any other alternatives were considered
in the event that
the trust account, after accounting for redemptions, was less than $50
million.
25. We note your disclosure that the revised draft of the merger agreement
on June 25,
2022 "provided that JCIC would, upon request of Bridger, seek an
extension of the
deadline by which it must complete a business combination for a period
ending not earlier
than June 26, 2023." Please provide the details of this negotiation
and disclose the final
agreed-upon term.
26. We note your disclosure on page 26 that "JCIC renounces its interest
in any corporate
opportunity offered to any director or officer of JCIC unless such
opportunity is expressly
offered to such person solely in his or her capacity as a director or
officer of JCIC . . . ."
Please address this potential conflict of interest and whether it
impacted JCIC's search for
an acquisition target.
27. We note your disclosure that "[o]n July 29, 2022, J.P. Morgan
Securities notified JCIC
that, subject to certain conditions, J.P. Morgan Securities waives its
entitlement to the
payment of any deferred compensation in connection with its role as
underwriter in
JCIC s IPO." We also note your disclosure that J.P. Morgan
Securities was not engaged
by JCIC in a financial advisory role, was not involved in the
introduction to Bridger and
did not advise JCIC in connection with the Business Combination. In
connection
therewith, here or elsewhere, as applicable, please describe what
relationship existed
between J.P. Morgan Securities and JCIC after the close of the IPO,
including any
financial or merger-related advisory services conducted by J.P. Morgan
Securities. For
example, clarify whether J.P. Morgan Securities had any role in the
identification or
evaluation of business combination targets, including those other than
Bridger.
28. We note your disclosure that J.P. Morgan has informed New Bridger
that it is not
responsible for any portion of the Registration Statement. Tell us
whether J.P. Morgan
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Securities was involved in the preparation of any disclosure that is
included in the Form S-
4 registration statement, including any analysis underlying disclosure
in the registration
statement. If so, clarify their involvement, whether they have
retracted any work product
associated with the transaction, and the risk of such withdrawal and
reliance on their
expertise.
29. Please tell us whether you are aware of any disagreements with J.P.
Morgan Securities
regarding the disclosure in your registration statement. Further,
please add risk factor
disclosure that clarifies that J.P. Morgan Securities was to be
compensated, in part, on a
deferred basis for its underwriting services in connection with JCIC
s IPO and such
services have already been rendered, yet J.P. Morgan Securities is
waiving such fees and
disclaiming responsibility for the Form S- 4 registration statement.
Clarify the unusual
nature of such a fee waiver and the impact of it on the evaluation of
the business
combination.
30. Disclose whether J.P. Morgan Securities provided you with any reasons
for the fee
waiver, including any reasons provided in the teleconference on June
6, 2022 prior to such
resignation and waiver. If there was no dialogue and you did not seek
out the reasons why
J.P. Morgan Securities was waiving deferred fees, despite already
completing their
services, please indicate so in your registration statement. Further,
include risk factor
disclosure to explicitly clarify that J.P. Morgan Securities has
performed all their
obligations to obtain the fee and therefore is gratuitously waiving
the right to be
compensated.
Projected Financial Information, page 133
31. We note your disclosure that the financial projections do not take
into account any
circumstances or events occurring after the date they were prepared.
Please disclose the
date of preparation, and to the extent that there was a material lapse
in time and change in
circumstance since the projections were prepared, disclose whether the
projections
continue to reflect management's views on future performance.
32. We note your disclosure that [y]ou are cautioned not to rely on the
financial projections
in making a decision regarding the Business Combination. While it
is acceptable to
include qualifying language concerning subjective analyses, it is
inappropriate to indicate
that investors cannot rely on disclosure. Please revise accordingly.
33. We note your disclosure in footnote (1) that [e]stimates of revenue
are based on the
addition of aircraft to active contracts, increase of contractual
deployment and improved
utilization metrics while on contract." Please revise to address the
revenue-related aspects
included in your assumptions, including your discussion of assumed
year-over-year
escalators of contractual rates in connection with your revenue
growth.
34. We note your disclosure in footnote (1) that you also took into
account [i]dentified
opportunities, which are based on external market assessments
for unfulfilled demand
within the US market for both fire suppression and aerial
surveillance. Please explain
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what you mean by identified opportunities and how you accounted
for this, including
which assumption (e.g., improved utilization) is supported by your
market assessment.
Also revise your discussion of your assumptions to discuss such
assumed opportunities
and the external market assessments.
Opinion of Vantage Point, page 135
35. We note your disclosure that [t]he Opinion was furnished solely to
be utilized by the
JCIC Board . . . . Please remove this statement, as it is
inappropriate to limit the
opinion s utilization and reliance to the company s board of
directors.
36. We note your disclosure that Vantage Point reviewed certain
operating and financial
information, including projections, provided to Vantage Point by
management of Bridger
and JCIC relating to Bridger s business prospects. Please revise
to clarify whether these
are the projections prepared by the management of Bridger and provided
to the JCIC
Board, which are disclosed on page 133. To the extent that Vantage
Point reviewed
different projections, please disclose those projections or tell us
why you are not required
to do so.
37. We note your disclosure that "JCIC has also agreed to reimburse
Vantage Point for certain
expenses." Please quantify the expenses to date and disclose whether
such fees are
conditioned upon the completion of the transaction.
Guideline Public Company Method, page 138
38. Elaborate upon how Vantage Point opted to use the selected enterprise
value multiple
ranges of 20.00x to 23.00x FY 2022E Adjusted EBITDA and 13.00x to
15.00x FY 2023E
Adjusted EBITDA in its analysis.
Shareholder Proposal No. 2 -The Merger Proposal, page 151
39. Revise to explain why you are seeking shareholder approval for this
merger separate from
the Business Combination Proposal.
Material U.S. Federal Income Tax Consequences, page 173
40. We note your disclosure that [t]he Second Merger should, when taken
together with the
related transactions in the Business Combination, qualify as a
transaction described in
Section 351 of the Code for U.S. federal income tax purposes . . .
and that [i]t is
uncertain whether the Second Merger also qualifies as a reorganization
within the
meaning of Section 368(a) of the Code . . . . Please revise to
disclose that such
discussion of the Second Merger regarding the Section 351 and 368(a)
consequences
constitutes the opinion of Weil, Gotshal & Manges LLP, as your exhibit
index indicates
that they are providing an exhibit 8 opinion as tax counsel. We also
note that it appears
that you intend to provide a should or "more likely than not"
opinion with respect to the
Section 351 consequences. As the Section 368(a) tax treatment of the
Second Merger is
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also material to shareholders, please also provide such an opinion
with respect to the
Section 368(a) consequences and explain why you cannot give a firm
opinion, including a
discussion of the facts not known until closing. Please make similar
revisions where you
discuss the tax consequences of the transaction throughout the proxy
statement/prospectus, and include risk factor disclosure, as
appropriate.
Information about Bridger, page 203
41. Please provide a source for each of your market and industry
statements throughout the
proxy statement/prospectus, and in particular explain what you mean by
your statement
that Bridger is an industry leader on page 215. As additional
examples only, we note
your disclosure that wildland-urban interface areas have grown by
more than 46.0
million acres in the U.S. over the past twenty years, that they
comprise 10% of the U.S.
land area . . . , and that the related residential growth in the
fire-prone WUI areas and
increasing global temperatures has led to a five-fold increase in
annual acres burned per
fire . . . (page 203), as well as your references to [d]ata from
the USFS and a 2016
report published by Climate Central.
42. We note your disclosure that quantifies the number of planes by type
that you expect to be
operating by the fourth quarter of 2022. Please also provide
comparable data for the
planes that you currently operate, to provide a complete picture of
your business to
shareholders. Reconcile this information with the information you
provide in the
assumptions to Bridger's projections on page 134.
43. We note your disclosure that you are an original customer for LAS
s launch of its Super
Scooper CL-415EAF Program and BAG Holdings agreed to purchase
six of these 12
and is in discussion to potentially purchase two more. Please
revise to explain your
reference to BAG Holdings and also summarize the material terms
of the purchase
agreement and file such agreement as an exhibit. In this regard, we
also note your
disclosure on page 238 that your aircraft purchase obligations are
currently $18,195,541.
44. We note your disclosure that you maintain active contracts with
multiple federal agencies
and the state governments of many high wildfire risk states . . . .
We also note that you
have filed contracts issued by the U.S. Department of Agriculture
Forest Service and the
U.S. Forest Service. Please discuss the material terms of these
agreements here, including
the for-cause and for-convenience termination rights that you discuss
on page 61.
Additionally, tell us whether any additional customer or supplier
relationships are material
to your business (e.g., your DOI relationship) and, to the extent such
relationships are
material, please file any associated agreements as an exhibit to the
registration statement,
and include a discussion of the material terms of the agreements in
the prospectus. In this
regard, we note your disclosure on page 65 that "[s]ales to our three
largest customers in
the aggregate represented 98% . . . of our total revenues during the
year ended December
31, 2021," as well as your disclosure on page 66 that "you rely on a
limited number of
suppliers . . . ." Please see Item 601(b)(10)(ii)(B) of Regulation
S-K.
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Bridger Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 215
45. We note your disclosure that [t]he increase in fire suppression
revenue accounted for
93% of the total increase in revenues for the year ended December 31,
2021. We also
note your disclosure in the subsequent paragraph that [t]he
increase in fire suppression
revenue accounted for 7% of the total increase in revenues for the
year ended December
31, 2021. Revise to reconcile these two statements.
46. We note your disclosure on page 55 that "[c]ontinued periods of
significant disruption in
the supply or cost of aircraft fuel could have a significant negative
impact on consumer
demand, our operating results, and liquidity." We also note your
disclosure on page 66
that you "rely on a limited number of suppliers for certain raw
materials and supplied
components." In connection therewith, please address the extent to
which your operations
have been materially impacted by increasing gas prices, supply chain
disruptions and
inflationary pressures.
Bridger Management's Discussion and Analysis of Financial Condition and Results
of
Operations
The Business Combination, page 215
47. Herein and elsewhere, you state that you expect to receive
approximately $345 million in
cash consideration from JCIC based on JCIC s Trust Account as of
March 31, 2022. On
page 86 you state that JCIC cannot predict how many of its public
shareholders will
exercise their right to redeem their public shares of JCIC s Class A
Ordinary and present
multiple redemption scenarios. Therefore it appears unlikely that you
would ever receive
the full amount of the cash held in the Trust account. Please revise
your disclosure to
convey the uncertainty of the cash consideration you will receive and
consider presenting
reasonably likely redemption scenarios.
Liquidity and Capital Resources, page 225
48. You state that you are reporting positive operating profit and
operating cash flow. We
note that the only period for which this statement is accurate is for
the year ended
December 31, 2021. Please revise.
Beneficial Ownership of Securities, page 246
49. Please disclose in footnote (15) the natural persons with investment
and/or voting control
over JPMorgan Chase Funding Inc. With respect to footnote (16), we
note your
disclosure that "Mr. Matthew Sheehy disclaims beneficial ownership
over any securities
owned by Bridger Element which he does not have any pecuniary
interest." Please note
that beneficial ownership is not determined based on pecuniary
interest. Please revise to
clarify here that the person listed is the beneficial owners of the
securities given their
authority over the voting and/or investment power over such
securities. Please refer to
Robert F. Savage
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September 9, 2022
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Instruction 2 to Item 403 of Regulation S-K and Rule 13d-(3)(a) of the
Exchange Act.
Exhibit Index, page II-4
50. We note your disclosure on the cover page that this registration
statement will serve as a
prospectus of New Bridger with respect to "shares of New Bridger
common stock that
may be issued upon exercise of the New Bridger Preferred Stock," but
the fee table that
is filed as exhibit 107 does not propose the registration of the
shares underlying such
preferred stock. Please revise as appropriate to reconcile this
inconsistency.
General
51. We note your disclosure on page 74 that you "have publicly advertised
and the Municipal
Bond was marketed on the basis of our compliance with the core
components of
International Capital Market Association (ICMA) Green Bond Principles
and Social Bond
Principles." Please advise us what consideration you gave to providing
climate-related
disclosure in proxy statement/prospectus in light of your presence in
the municipal ESG
marketplace.
52. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether
anyone or any
entity associated with or otherwise involved in the transaction, such as
the target, is, is
controlled by, or has substantial ties with a non-U.S. person. If so,
also include risk factor
disclosure that addresses how this fact could impact your ability to
complete your initial
business combination. For instance, discuss the risk to investors that
you may not be able
to complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
FirstName LastNameRobert F. Savage
combination and require you to liquidate. Disclose the consequences of
liquidation to
Comapany NameWildfire
investors, such as theNew PubCo,
losses Inc.
of the investment opportunity in a target
company, any price
appreciation
September in the11combined company, and the warrants, which would
expire worthless.
9, 2022 Page
FirstName LastName
Robert F. Savage
FirstName LastNameRobert
Wildfire New PubCo, Inc. F. Savage
Comapany 9,
September NameWildfire
2022 New PubCo, Inc.
September
Page 12 9, 2022 Page 12
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.
You may contact Blaise Rhodes at 202-551-3775 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