As filed with the Securities and Exchange Commission on November 7, 2022

Registration No. 333-266840

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Wildfire New PubCo, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		6770		88-3599336
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

386 Park Avenue South, FL 20

New York, NY 10016

Telephone: 212-710-5060

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Robert F. Savage

President

Wildfire New PubCo, Inc.

386 Park Avenue South, FL 20

New York, NY 10016

Telephone: 212-710-5060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Jaclyn L. Cohen Michael E. Lubowitz Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000				Michael P. Heinz Geoffrey W. Levin Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Tel: (312) 853-7000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting”, and “emerging growth” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

Wildfire New PubCo, Inc. (“New Bridger”) is filing this registration statement on Form S-4 to register shares of its common stock, par value $0.0001 per share, that will be issued in connection with the business combination contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among Jack Creek Investment Corp. (“JCIC”), New Bridger, a Delaware corporation and direct, wholly owned subsidiary of JCIC, Wildfire Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub I”), Wildfire Merger Sub II, Inc., a Delaware corporation and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub II”), Wildfire Merger Sub III, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub III”), Wildfire GP Sub IV, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New Bridger (“Wildfire GP Sub IV” and together with Wildfire Merger Sub I, Wildfire Merger Sub II and Wildfire Merger Sub III, the “Merger Subs”), BTOF (Grannus Feeder) – NQ L.P., a Delaware limited partnership (“Blocker”), and Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company (“Bridger” or the “Company”). Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) Wildfire Merger Sub I will merge with and into Blocker (the “First Merger”), with Blocker as the surviving entity of the First Merger, and upon which Wildfire GP Sub IV will become general partner of such surviving entity, (ii) Wildfire Merger Sub II will merge with and into JCIC (the “Second Merger”), with JCIC as the surviving company of the Second Merger (the “Second Surviving Company”), and (iii) Wildfire Merger Sub III will merge with and into Bridger (the “Third Merger” and together with First Merger and Second Merger, the “Mergers”), with Bridger as the surviving company of the Third Merger. Following the Mergers, each of Blocker, JCIC, and Bridger will be a subsidiary of New Bridger, and New Bridger will become a publicly traded company. At the closing of the Transactions (the “Closing”), New Bridger will change its name to Bridger Aerospace Group Holdings, Inc.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by New Bridger, as it may be amended or supplemented from time to time (File No. 333-266840) (the “Registration Statement”), serves as:

 

•

A notice of meeting and proxy statement of JCIC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the JCIC extraordinary general meeting being held on [●], where JCIC shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the proposals described herein; and

 

•

A prospectus of New Bridger under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the (i) shares of New Bridger common stock that JCIC shareholders and Bridger equityholders will receive in the Business Combination, (ii) New Bridger warrants that holders of JCIC Warrants will receive in the Business Combination, (iii) shares of New Bridger common stock that may be issued upon exercise of the New Bridger warrants, (iv) shares of New Bridger preferred stock that holders of Bridger preferred stock will receive in the Business Combination and (v) shares of New Bridger common stock that may be issued upon exercise of the New Bridger preferred stock.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY — SUBJECT TO COMPLETION, DATED NOVEMBER 7, 2022

JACK CREEK INVESTMENT CORP.

A Cayman Islands Exempted Company

(Company Number 365269)

386 Park Avenue South, 20th Floor

New York, NY 10016

Dear Shareholders of Jack Creek Investment Corp.:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Jack Creek Investment Corp., a Cayman Islands exempted company (“JCIC”), at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, NY 10153, at 10:00 a.m. Eastern Time, on [●], 2022. Rather than attending in person, we encourage you to attend via live webcast at [●], or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the extraordinary general meeting, JCIC shareholders will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 3, 2022 (as the same may be amended, the “Merger Agreement”), by and among Wildfire New PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of JCIC (“New Bridger”), Wildfire Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub I”), Wildfire Merger Sub II, Inc., a Delaware corporation and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub II”), Wildfire Merger Sub III, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub III”), Wildfire GP Sub IV, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New Bridger (“Wildfire GP Sub IV” and together with Wildfire Merger Sub I, Wildfire Merger Sub II and Wildfire Merger Sub III, the “Merger Subs”), BTOF (Grannus Feeder) – NQ L.P., a Delaware limited partnership (“Blocker”), and Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company (the “Bridger”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A (such proposal, the “Business Combination Proposal”).

The Merger Agreement provides for, among other things, the following mergers: (a) Wildfire Merger Sub I will merge with and into Blocker (the “First Merger”), with Blocker as the surviving entity of the First Merger, and upon which Wildfire GP Sub IV will become general partner of such surviving entity, (b) Wildfire Merger Sub II will merge with and into JCIC (the “Second Merger”), with JCIC as the surviving company of the Second Merger (the “Second Surviving Company”), and (c) Wildfire Merger Sub III will merge with and into Bridger (the “Third Merger” and together with First Merger and Second Merger, the “Mergers”), with Bridger as the surviving company of the Third Merger (the consummation of the Mergers and the other transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination”). Following the Mergers, each of Blocker, JCIC, and Bridger will be a subsidiary of New Bridger, and New Bridger will become a publicly traded company. At the closing of the Business Combination (the “Closing”), New Bridger will change its name to Bridger Aerospace Group Holdings, Inc., and its common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “BAER.”

The aggregate consideration (the “Aggregate Common Stock Consideration”) to be paid to the direct or indirect equityholders of Bridger at the Closing (other than the holders of Series C preferred shares of Bridger (“Bridger Series C Preferred Shares”)) will consist of a number of shares of common stock of New Bridger (“New Bridger Common Stock”) equal to (i) (A) $724,600,000 minus (B) the aggregate stated value of Bridger Series C Preferred Shares outstanding as of immediately prior to the effective time of the First Merger (the “First Effective Time”) and any accrued and unpaid interest thereon since the end of immediately preceding semi-annual distribution period, which amounts are to be determined in accordance with Bridger’s current limited liability company agreement, minus (C) if the amount remaining in the Trust Account of JCIC (“Trust Account”) after allocating funds to the redemption (“JCIC Shareholder Redemption”) of Class A ordinary shares of JCIC (“JCIC Class A Ordinary Shares”) is less than $20,000,000, the excess of the aggregate fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by Blocker and certain of its affiliates, Bridger or its subsidiaries in connection with the Transactions, over $6,500,000, if any, divided by (ii) $10.00.

The aggregate consideration to be paid to holders of Bridger Series C Preferred Shares at the Closing will consist of a number of shares of Series A preferred stock of New Bridger (“New Bridger Series A Preferred Stock”) equal to the number of Bridger Series C Preferred Shares outstanding as of immediately prior to the effective time of the First Merger. Shares of New Bridger Series A Preferred Stock will have rights and preferences that mirror certain rights and preferences currently held by the holders of the Bridger Series C Preferred Shares, including (i) cumulative, compounding dividends (initially anticipated to be 7.00% per annum but to eventually increase to 11.00% per annum after April 25, 2029 and subject to further increase upon the occurrence of certain events), (ii) a liquidation preference equal to the initial issuance price plus all accrued and unpaid dividends, whether or not declared (the “Series A Preferred Stated Value”), (iii) mandatory redemption by New Bridger after April 25, 2032 for an amount equal to the aggregate Series A Preferred Stated Value, (iv) optional redemption (in whole or in part) by New Bridger at any time on or after April 25, 2027 for an amount equal to the aggregate Series A Preferred Stated Value (subject to a make-whole in the event of a redemption in connection with a change of control transaction prior to April 25, 2027), (v) optional conversion at the option of the holders into shares of New Bridger Common Stock equal to the Series A Preferred Stated Value divided by $11.00 per share of New Bridger Common Stock (or $9.00 per share of New Bridger Common Stock if converted within 30 days following the Closing Date) and (vi) certain consent rights with respect to the issuance by New Bridger of senior or pari passu equity securities, dividend payments to holders of New Bridger Common Stock prior to repayment of a liquidation preference, any liquidation, dissolution or winding up of New Bridger, certain change of control transactions if the full liquidation preference is not paid and certain amendments that would adversely affect the holders of New Bridger Series A Preferred Stock. The foregoing description of the terms of the New Bridger Series A Preferred Stock does not purport to be complete and is qualified in its entirety by the proposed amended and restated certificate of incorporation of New Bridger. Further details are set forth in the accompanying proxy statement/prospectus.

At the Closing, each ordinary share of JCIC (“JCIC Ordinary Share”) issued and outstanding immediately prior to the effective time of the Second Merger (the “Second Effective Time”) (other than (i) the Redemption Shares (as defined below), (ii) JCIC Ordinary Shares (if any), that, at the Second Effective Time, are held in the treasury of JCIC and (iii) JCIC Ordinary Shares (if any), that are owned by Bridger and its subsidiaries) will be converted into one share New Bridger Common Stock, each JCIC Ordinary Share issued and outstanding immediately prior to the Second Effective Time with respect to which a JCIC shareholder has validly exercised its redemption rights (collectively, the “Redemption Shares”) will not be converted into and become a share of New Bridger Common Stock, and will at the Second Effective Time be converted into the right to receive an amount per share in cash calculated in accordance with such shareholder’s redemption rights. In addition, by virtue of the assumption by New Bridger of the warrant agreement, dated as of January 26, 2021, between JCIC and Continental Stock Transfer & Trust Company, a New York corporation, each warrant of JCIC that entitles its holder to purchase one JCIC Ordinary Share at a price of $11.50 per share (“JCIC Warrant”) that is outstanding immediately prior to the Second Effective Time will automatically and irrevocably be modified to provide that each holder of a JCIC Warrant will be entitled to purchase one share of New Bridger Common Stock on the same terms and conditions.

As described in the accompanying proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve the Business Combination Proposal. You will also be asked to consider and vote upon (1) a proposal to approve the Second Merger and related Plan of Merger and to authorize the merger of Wildfire Merger Sub II with and into JCIC, with JCIC surviving the merger (the “Merger Proposal”), (2) a proposal to approve the alteration of the authorized share capital of JCIC at the effective time of the Second Merger (the “Share Capital Proposal”), (3) a proposal to approve the amendment and restatement of the Amended and Restated Memorandum and Articles of Association of JCIC (the “Organizational Documents Proposal”), (4) a proposal to approve, on an advisory basis only, the material differences between JCIC’s existing Amended and Restated Memorandum and Articles of Association of JCIC (as may be amended from time to time, the “Cayman Constitutional Documents”) and the amended and restated certificate of incorporation of New Bridger (the “Non-Binding Governance Proposals”), (5) a proposal to approve and assume the Bridger Aerospace Holdings, Inc. 2022 Omnibus Incentive Plan and any grants or awards issued thereunder (the “Incentive Plan Proposal”), (6) a proposal to approve the Bridger Aerospace Group Holdings, Inc. 2022 Employee Stock Purchase Plan of New Bridger (the “ESPP Proposal”) and (7) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the foregoing proposals at the extraordinary general meeting (the “Adjournment Proposal”). The transactions contemplated by the Merger Agreement will be

consummated only if the Business Combination Proposal, the Merger Proposal, the Share Capital Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”), including (i) the Sponsor Agreement, (ii) the Stockholders Agreement and (iii) the Amended & Restated Registration Rights Agreements. For additional information, see the section entitled “Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus.

Pursuant to the Cayman Constitutional Documents, any holder of public shares (a “public shareholder”), excluding shares held by JCIC Sponsor LLC, a Cayman Islands exempted limited partnership and shareholder of JCIC (the “Sponsor”), and certain related parties, may request that JCIC redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal or any other Condition Precedent Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, JCIC’s transfer agent, JCIC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [●], 2022, this would have amounted to approximately $[●] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. Shares of JCIC will be redeemed immediately after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of JCIC—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director of JCIC have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any JCIC Class A Ordinary Shares held by them. Such persons agreed to waive their redemption rights in order to induce JCIC and JCIC’s underwriter to enter into the underwriting agreement entered into in connection with the initial public offering. The Class B Ordinary Shares held by the Sponsor and such other persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and JCIC’s independent directors, collectively, own 20% of the issued and outstanding JCIC Ordinary Shares.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

JCIC is providing the accompanying proxy statement/prospectus and accompanying proxy card to JCIC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by JCIC’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of JCIC’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 27 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of JCIC has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to JCIC’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of JCIC, you should keep in mind that JCIC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal—Interests of JCIC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Organizational Documents Proposal and the Merger Proposal requires the affirmative vote of holders of at least two-thirds of the JCIC Common Stock represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Business Combination Proposal, the Share Capital Proposal, the Non-Binding Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the JCIC Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus. The Non-Binding Governance Proposal is a non-binding advisory proposal.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

If you have any questions or need assistance voting your JCIC Ordinary Shares, please contact D.F. King & Co., Inc., our proxy solicitor, by calling (888) 567-1626, or banks and brokers can call collect at (212) 269-5550 or by emailing JCIC@dfking.com.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST IDENTIFY YOURSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS TO JCIC’S TRANSFER AGENT AND DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND

TENDER YOUR SHARES TO JCIC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of JCIC’s board of directors, we would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,
Robert F. Savage		Jeffrey E. Kelter
President and Director		Chairman of the Board

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [●], 2022 and is first being mailed to shareholders on or about [●], 2022.

TABLE OF CONTENTS

 

		Page
TRADEMARKS			ix
SELECTED DEFINITIONS			x
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			xvi
QUESTIONS AND ANSWERS			xvii
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			1
RISK FACTORS			27
MARKET PRICE AND DIVIDEND INFORMATION			86
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			87
EXTRAORDINARY GENERAL MEETING OF JCIC			99
SHAREHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL			105
SHAREHOLDER PROPOSAL NO. 2 — THE MERGER PROPOSAL .			162
SHAREHOLDER PROPOSAL NO. 3 — THE SHARE CAPITAL PROPOSAL ..			164
SHAREHOLDER PROPOSAL NO. 4 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL			165
SHAREHOLDER PROPOSAL NO. 5 — THE NON-BINDING GOVERNANCE PROPOSALS			167
SHAREHOLDER PROPOSAL NO. 6 — THE INCENTIVE PLAN PROPOSAL			173
SHAREHOLDER PROPOSAL NO. 7— THE ESPP PROPOSAL			180
SHAREHOLDER PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL			183
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			184
INFORMATION ABOUT JCIC, NEW BRIDGER AND THE MERGER SUBS			193
JCIC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			198
MANAGEMENT OF JCIC			204
INFORMATION ABOUT BRIDGER			214
BRIDGER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			228
EXECUTIVE AND DIRECTOR COMPENSATION OF BRIDGER			251
MANAGEMENT OF NEW BRIDGER AFTER THE BUSINESS COMBINATION			256
BENEFICIAL OWNERSHIP OF SECURITIES			263
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			268
DESCRIPTION OF NEW BRIDGER SECURITIES			273
COMPARISON OF SHAREHOLDER RIGHTS			288
SECURITIES ACT RESTRICTIONS ON RESALE OF NEW BRIDGER’S SECURITIES			291
APPRAISAL RIGHTS			292
SUBMISSION OF SHAREHOLDER PROPOSALS			293
FUTURE SHAREHOLDER PROPOSALS			294
DELIVERY OF DOCUMENTS TO SHAREHOLDERS/HOUSEHOLDING			295
OTHER SHAREHOLDER COMMUNICATIONS			296
LEGAL MATTERS			297
EXPERTS			298
WHERE YOU CAN FIND MORE INFORMATION			299
INDEX TO FINANCIAL STATEMENTS			F-1

 

i

		Page
ANNEX A – MERGER AGREEMENT			A-1
ANNEX B – SPONSOR AGREEMENT			B-1
ANNEX C – STOCKHOLDERS AGREEMENT			C-1
ANNEX D – A&R REGISTRATION RIGHTS AGREEMENT			D-1
ANNEX E – CAYMAN CONSTITUTIONAL DOCUMENTS			E-1
ANNEX F – PROPOSED CAYMAN CONSTITUTIONAL DOCUMENTS			F-1
ANNEX G – PROPOSED CERTIFICATE OF INCORPORATION OF NEW BRIDGER			G-1
ANNEX H – PROPOSED BYLAWS OF NEW BRIDGER			H-1
ANNEX I – OMNIBUS INCENTIVE PLAN			I-1
ANNEX J – ESPP			J-1
ANNEX K – VANTAGE POINT OPINION			K-1

 

ii

JACK CREEK INVESTMENT CORP.

A Cayman Islands Exempted Company

(Company Number 365269)

386 Park Avenue South, FL 20

New York, NY 10016

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON [●], 2022

TO THE SHAREHOLDERS OF JACK CREEK INVESTMENT CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Jack Creek Investment Corp., a Cayman Islands exempted company, company number 365269 (“JCIC”), will be held at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, at [●] Eastern Time, on [●], 2022. Cayman Islands law requires there to be a physical location for the extraordinary general meeting. However, the extraordinary general meeting will also be held virtually via live webcast. As such, JCIC shareholders may attend the extraordinary general meeting by visiting the extraordinary general meeting website at [●], where they will be able to listen to the meeting live and vote during the meeting. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for JCIC shareholders and JCIC and (ii) protect the health and safety of our shareholders. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution (i) the Business Combination, (ii) the adoption of the Agreement and Plan of Merger, dated as of August 3, 2022 (the “Merger Agreement”), by and among JCIC, Wildfire New Pubco, Inc., a Delaware corporation and direct, wholly owned subsidiary of JCIC (“New Bridger”), Wildfire Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub I”), Wildfire Merger Sub II, Inc., a Delaware corporation and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub II”), Wildfire Merger Sub III, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New PubCo (“Wildfire Merger Sub III”), Wildfire GP Sub IV, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New Bridger (“Wildfire GP Sub IV”), BTOF (Grannus Feeder) – NQ L.P., a Delaware limited partnership (“Blocker”), and Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company (“Bridger”), (ii) the approval of the Plan of Merger (as defined in the Merger Agreement) and (iii) the approval of the transactions contemplated by the Merger Agreement, as more fully described elsewhere in the accompanying proxy statement/prospectus (the “Business Combination Proposal”);

Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to approve by special resolution the Second Merger and related Plan of Merger and to authorize the merger of Wildfire Merger Sub II with and into JCIC, with JCIC surviving the merger (the “Merger Proposal”);

Proposal No. 3 — The Share Capital Proposal — to consider and vote upon a proposal to approve by ordinary resolution the alteration of the authorized share capital of JCIC at the effective time of the Second Merger (the “Share Capital Proposal”);

Proposal No. 4 — The Organizational Documents Proposal — to consider and vote upon a proposal to approve by special resolution and adopt the Proposed Cayman Constitutional Documents (the proposed amendment and restatement of JCIC’s Amended and Restated Memorandum and Articles of Association) and the change of name of JCIC to [    ] (the “Organizational Documents Proposal”);

Proposal No. 5 — The Non-Binding Governance Proposals — to consider and vote upon, on a non-binding advisory basis, certain material differences between JCIC’s Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the “Cayman

 

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Constitutional Documents”) and the proposed amended and restated certificate of incorporation of New Bridger (the “New Bridger Certificate of Incorporation”), presented separately in accordance with the United States Securities and Exchange Commission requirements (collectively, the “Non-Binding Governance Proposals”);

Proposal No. 6 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve and assume by ordinary resolution, the Bridger Aerospace Group Holdings, Inc. 2022 Omnibus Incentive Plan and any grants or awards issued thereunder (the “Incentive Plan Proposal”);

Proposal No. 7 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the Bridger Aerospace Group Holdings, Inc. 2022 Employee Stock Purchase Plan (the “ESPP Proposal”);

Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to JCIC shareholders (the “Adjournment Proposal”).

Each of Proposals No. 1, 2, 3, 4, 6 and 7 (the “Condition Precedent Proposals”) is cross-conditioned on the approval of the others. Proposal No. 8 is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Proposal No. 5 consists of non-binding advisory proposals.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of the ordinary shares of JCIC at the close of business on [●], 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The accompanying proxy statement/prospectus and accompanying proxy card is being provided to JCIC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of JCIC’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 27 of the accompanying proxy statement/prospectus.

After careful consideration, the JCIC Board of Directors has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Proposal and “FOR” all other proposals to be presented to JCIC’s shareholders at the extraordinary general meeting. When you consider the recommendation of these proposals by the JCIC Board, you should keep in mind that JCIC’s directors and officers have interests therein that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of JCIC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

 

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Pursuant to the Cayman Constitutional Documents, a holder of public shares (as defined in the accompanying proxy statement/prospectus) (a “public shareholder”) may request of JCIC that JCIC redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

(ii)

submit a written request to Continental Stock Transfer & Trust (“Continental”), JCIC’s transfer agent, in which you (i) request that New Bridger redeem all or a portion of your New Bridger Common Stock for cash, and (ii) identify yourself as the beneficial holder of the New Bridger Common Stock and provide your legal name, phone number and address; and

 

(iii)

deliver your public shares to Continental, JCIC’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, JCIC’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, JCIC’s transfer agent, JCIC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [●], 2022, this would have amounted to approximately $[●] per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of JCIC — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

JCIC Sponsor LLC, a Cayman Islands limited liability company and shareholder of JCIC (the “Sponsor”), and each director of JCIC have agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals, and to waive their redemption rights in connection with the underwriting agreement entered into in connection with the initial public offering of ordinary shares. The JCIC Class B Ordinary Shares held by the Sponsor and such other

 

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persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and JCIC’s directors, collectively, own 20% of the issued and outstanding JCIC Ordinary Shares.

The approval of the Merger Proposal and the Organizational Documents Proposal each requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares of JCIC represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The Business Combination Proposal, Non-Binding Governance Proposals (which are comprised of non-binding advisory proposals), the Share Capital Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. In most cases you may vote by telephone or over the Internet as instructed. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus. The Non-Binding Governance Proposals are constituted of non-binding advisory proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting either virtually or in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote virtually or in person, you may withdraw your proxy and vote either virtually or in person.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact D.F. King & Co., Inc., our proxy solicitor, by calling (888) 567-1626, or banks and brokers can call collect at (212) 269-5550 or by emailing JCIC@dfking.com.

Thank you for your participation. We look forward to your continued support.

 

 

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO JCIC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning JCIC, without charge, by written request to JCIC at Jack Creek Investment Corp., 386 Park Avenue South, 20th Floor, New York, NY 10016, or by telephone request at (212) 710-5060; or D.F. King & Co., Inc., JCIC’s proxy solicitor, by calling (888) 567-1626 or banks and brokers can call collect at (212) 269-5550, or by emailing JCIC@dfking.com; or from the SEC through the SEC website at the address provided above.

In order for JCIC’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of JCIC to be held on [●], 2022, you must request the information no later than [●], 2022, (five business days prior to the date of the extraordinary general meeting).

 

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TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Neither JCIC nor Bridger intends its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it, by any other companies.

 

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

•

“A&R Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at the Closing by and among New Bridger, Sponsor, the BTO Stockholders and certain stockholders of Bridger, the form of which is attached to this proxy statement/prospectus as Annex D;

 

•

“Aggregate Common Stock Consideration” are to the aggregate consideration to be paid to the direct and indirect equityholders of Bridger (other than the holders of Series C preferred shares of Bridger) which equals (i)(A) Net Equity Value, minus (B) the aggregated stated value of the Series C preferred shares of Bridger outstanding as of immediately prior to the First Effective Time and any accrued and unpaid interest thereon since the end of the immediately preceding semi-annual distribution period, which amounts are to be determined in accordance with Bridger’s limited liability company agreement, minus (C) if the amount remaining in the Trust Account after allocating funds to the JCIC Shareholder Redemption is less than $20,000,000, the excess of the aggregate fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by Blocker and certain of its affiliates or Bridger or its subsidiaries in connection with the Transactions, over $6,500,000, if any, divided by (ii) $10.00;

 

•

“Allocated Omnibus Awards” are to equity awards with respect to Bridger Common Shares granted after the date of the Merger Agreement and prior to Closing pursuant to the Omnibus Incentive Plan in the form of “restricted share units” or similar full value equity equivalents.

 

•

“Available Sponsor Shares” are to: (i) if the amount remaining in the Trust Account is less than or equal to $50,000,000, after deducting all amounts payable in respect of the JCIC Shareholder Redemption, 4,275,000 JCIC Class B Ordinary Shares and (ii) if the amount remaining in the Trust Account is greater than $50,000,000, after deducting all amounts payable in respect of the JCIC Shareholder Redemption, a number of JCIC Class B Ordinary Shares equal to (A) 8,550,000, multiplied by (B)(1) the amount remaining in the Trust Account after deducting all amounts payable in respect of the JCIC Shareholder Redemption, divided by (2) $100,000,000; provided, that in no event shall the Available Sponsor Shares exceed 8,550,000 JCIC Class B Ordinary Shares.

 

•

“Blocker” are to BTOF (Grannus Feeder) – NQ L.P., a Delaware limited partnership.

 

•

“Bridger” are to Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company.

 

•

“Bridger Class A Common Shares” are to Class A common shares of Bridger;

 

•

“Bridger Class B Common Shares” are to Class B common shares of Bridger;

 

•

“Bridger Class C Common Shares” are to Class C common shares of Bridger;

 

•

“Bridger Class D Common Shares” are to Class D common shares of Bridger;

 

•

“Bridger Common Shares” are to Class A, Class B, Class C and Class D common shares of Bridger;

 

•

“Bridger incentive units” are to Bridger Class D Common Shares;

 

•

“Bridger Management Stockholders” are BAGM Holdings LLC and its equityholders, consisting of Debra Coleman, a Bridger director, Dean Heller, a former Bridger director, and Darren Wilkins, Bridger’s Chief Operating Officer;

 

•

“Bridger Series A-1 Preferred Shares” are to Series A-1 preferred shares of Bridger, which have been fully redeemed as of the date of this proxy statement/prospectus;

 

•

“Bridger Series A-2 Preferred Shares” are to Series A-2 preferred shares of Bridger, which have been fully redeemed as of the date of this proxy statement/prospectus;

 

x

•

“Bridger Series A Preferred Shares” are to Bridger Series A-1 Preferred Shares and Bridger Series A-2 Preferred Shares;

 

•

“Bridger Series B Preferred Shares’ are to Series B preferred shares of Bridger, which have been fully redeemed as of the date of this proxy statement/prospectus;

 

•

“Bridger Series C Preferred Shares” are to Series C preferred shares of Bridger, which will be surrendered and exchanged into New Bridger Series A Preferred Stock on a one-to-one basis;

 

•

“BTO Stockholders” are to certain direct and indirect equityholders of Bridger that are affiliates of Blackstone Inc.

 

•

“Business Combination” are to the combination of JCIC, Blocker, Bridger and New Bridger pursuant to the transactions provided for and contemplated in the Merger Agreement;

 

•

“Cayman Constitutional Documents” are to JCIC’s Amended and Restated Memorandum and Articles of Association, as amended from time to time;

 

•

“Cayman Islands Companies Act” are to the Companies Act (As Revised) of the Cayman Islands;

 

•

“Closing” are to the closing of the Business Combination;

 

•

“Code” means the Internal Revenue Code of 1986, as amended;

 

•

“Condition Precedent Approvals” are to the approval at the extraordinary general meeting of the Condition Precedent Proposals;

 

•

“Condition Precedent Proposals” are to the Business Combination Proposal, the Merger Proposal, the Share Capital Proposal the Organizational Documents Proposal, the Incentive Plan Proposal and the ESPP Proposal, collectively;

 

•

“Continental” are to Continental Stock Transfer & Trust Company;

 

•

“DGCL” are to the General Corporation Law of the State of Delaware;

 

•

“Earnout Period” are to the period commencing on the date of the Closing and ending on the date that is five years after the date of the Closing;

 

•

“ESPP” are to the Bridger Aerospace Group Holdings, Inc. 2022 Employee Stock Purchase Plan to be considered for adoption and approval by JCIC shareholders pursuant to the ESPP Proposal;

 

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

•

“Existing Bridger Equityholders” are to (a) the holders of Bridger’s equity immediately prior to the Closing, which include Founders and Bridger Management, BTO Stockholders, and Series C Shareholders, except for Blocker and (b) Blocker’s equityholders, collectively;

 

•

“extraordinary general meeting” are to the extraordinary general meeting of JCIC duly called by the JCIC Board and held for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus;

 

•

“FAA” are to the U.S. Federal Aviation Administration;

 

•

“First Effective Time” are to the time at which the First Merger shall become effective in accordance with the terms of the Merger Agreement;

 

•

“First Merger” are to the merger of Wildfire Merger Sub I with and into Blocker, with Blocker as the surviving entity in accordance with the terms and subject to the conditions set forth in the Merger Agreement;

 

•

“founder shares” are to the JCIC Class B Ordinary Shares, and the shares of New Bridger Common Stock to be issued to the Sponsor and certain related parties in respect thereof in connection with the Second Merger;

 

•

“Founder and Bridger Management” are to Founder Stockholders and Bridger Management Stockholders;

 

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•

“Founder Stockholders” are to Bridger Element LLC and its equityholders;

 

•

“Fully-Diluted Bridger Shares” are to the sum of (without duplication) the aggregate number of Bridger Common Shares that are issued and outstanding (excluding any Bridger Common Shares held by Bridger in its treasury and Bridger Common Shares underlying any Allocated Omnibus Awards) as of immediately prior to the First Effective Time;

 

•

“GAAP” are to accounting principles generally accepted in the United States of America;

 

•

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

•

“initial public offering” are to JCIC’s initial public offering, which was consummated on January 26, 2021;

 

•

“Insiders” are to Jeffrey E. Kelter, Robert F. Savage, Thomas Jermoluk, James H. Clark, Lauren D. Ores, Heather Hartnett and Samir Kaul;

 

•

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

 

•

“IPO registration statement” are to the Registration Statement on Form S-1 (333-248951) filed by JCIC in connection with its initial public offering, which became effective on January 21, 2021;

 

•

“IRS” are to the U.S. Internal Revenue Service;

 

•

“JCIC” and, except as otherwise noted, “we,” “us” and “our,” are to Jack Creek Investment Corp., a Cayman Islands exempted company;

 

•

“JCIC Board” are to the board of directors of JCIC;

 

•

“JCIC Class A Ordinary Shares” are to JCIC’s Class A ordinary shares, par value $0.0001 per share;

 

•

“JCIC Class B Ordinary Shares” are to JCIC’s Class B ordinary shares, par value $0.0001 per share;

 

•

“JCIC Excluded Shares” means, without duplication, (i) the Redemption Shares, (ii) JCIC Ordinary Shares (if any), that, at the respective Effective Time, are held in the treasury of JCIC and (iii) JCIC Ordinary Shares (if any), that are owned by Bridger and its subsidiaries.

 

•

“JCIC Private Placement Warrants” are to the 9,400,000 JCIC Warrants that were issued to the Sponsor in a private placement in connection with JCIC’s initial public offering and are issued and outstanding immediately prior to the First Effective Time;

 

•

“JCIC Public Warrants” are to the 17,250,000 JCIC Warrants, a fraction equal to one-half of which was included in each unit sold as part of JCIC’s initial public offering and are issued and outstanding immediately prior to the First Effective Time;

 

•

“JCIC Ordinary Shares” are to the JCIC Class A Ordinary Shares and the JCIC Class B Ordinary Shares, collectively.

 

•

“JCIC Shareholder Redemption” are to the offer to redeem JCIC Class A Ordinary Shares in connection with the solicitation of proxies for the approval of the Business Combination, as contemplated by the Cayman Constitutional Documents.

 

•

“JCIC Units” are to each issued and outstanding unit of JCIC prior to the First Effective Time;

 

•

“JCIC Warrants” are to warrants to purchase one JCIC Class A Ordinary Share at an exercise price of $11.50;

 

•

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

 

•

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of August 3, 2022, by and among JCIC, New Bridger, Wildfire Merger Sub I, Wildfire Merger Sub II, Wildfire Merger Sub III, Wildfire GP Sub IV, Blocker and Bridger, a copy of which is attached to this proxy statement/prospectus as Annex A;

 

•

“Mountain Air” are to Mountain Air, LLC d/b/a Bridger Aerospace, an Arkansas limited liability company and a variable interest entity consolidated into Bridger’s financial statements;

 

•

“Nasdaq” are to the Nasdaq Capital Market;

 

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•

“Net Equity Value” are to $724,600,000;

 

•

“New Award Grants” are to equity awards to be issued to employees and management of New Bridger under the Omnibus Incentive Plan;

 

•

“New Bridger” are to Wildfire New PubCo, Inc., a Delaware corporation, which will become Bridger Aerospace Group Holdings, Inc., upon the Closing;

 

•

“New Bridger Board” are to the board of directors of New Bridger;

 

•

“New Bridger Common Stock” are to shares of common stock of New Bridger, par value $0.0001 per share;

 

•

“New Bridger Series A Preferred Stock” are to shares of preferred stock of New Bridger, par value $0.0001 per share, designated as Series A Preferred Stock in the New Bridger Certificate of Incorporation;

 

•

“New Bridger Warrants” are to warrants to purchase one share of New Bridger Common Stock at an exercise price of $11.50, including those issued as a matter of law upon conversion of the JCIC Warrants at the time of the Second Merger;

 

•

“Northern Fire” are to Northern Fire Management Services, LLC, a Montana limited liability company and a variable interest entity consolidated into Bridger’s financial statements;

 

•

“Omnibus Incentive Plan” are to the 2022 Omnibus Incentive Plan;

 

•

“Per Share Common Stock Consideration” are to the Aggregate Common Stock Consideration, divided by the number of Fully-Diluted Bridger Shares.

 

•

“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

 

•

“pro forma” are to giving pro forma effect to the Business Combination;

 

•

“Proposed Bylaws” are to the proposed bylaws of New Bridger as of the Third Effective Time attached to this proxy statement/prospectus as Annex H;

 

•

“Proposed Cayman Constitutional Documents” are to the proposed amendment and restatement of JCIC’s Amended and Restated Memorandum and Articles of Association, attached to this proxy statement/prospectus as Annex F;

 

•

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Bridger as of the Third Effective Time attached to this proxy statement/prospectus as Annex G;

 

•

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

•

“public shareholders” are to holders of public shares, whether acquired in JCIC’s initial public offering or acquired in the secondary market;

 

•

“public shares” are to the JCIC Class A Ordinary Shares (including those included in the units) that were offered and sold by JCIC in its initial public offering and registered pursuant to the IPO registration statement;

 

•

“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents;

 

•

“Redemption Shares” are to JCIC Class A Ordinary Shares that are properly submitted for redemption in connection with the solicitation of proxies to approve the Business Combination;

 

•

“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002;

 

•

“SEC” are to the United States Securities and Exchange Commission;

 

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•

“Second Effective Time” are to the time at which the Second Merger shall become effective in accordance with the terms of the Merger Agreement;

 

•

“Second Merger” are to the merger of Wildfire Merger Sub II with and into JCIC, with JCIC as the surviving entity in accordance with the terms and subject to the conditions set forth in the Merger Agreement;

 

•

“Securities Act” are to the Securities Act of 1933, as amended;

 

•

“Series 2022 Bonds” are to the Gallatin County municipal bond issuances by Bridger totaling $160,000,000 gross proceeds prior to the date of this proxy statement/prospectus;

 

•

“Series 2021 Bond” are to the Gallatin County municipal bond historically issued by Bridger and has been fully settled with the issuance of Series 2022 Bonds as of the date of this proxy statement/prospectus;

 

•

“Series A Preferred Stated Value” are to the liquidation preference equal to the initial issuance price plus all accrued and unpaid dividends, whether or not declared, related to a shares of New Bridger Series A Preferred Stock;

 

•

“Series C Shareholders” are to the holders of Bridger Series C Preferred Shares;

 

•

“Sponsor” are to JCIC Sponsor LLC, a Cayman Islands exempted limited partnership;

 

•

“Sponsor Agreement” are to that certain agreement, dated as of August 3, 2022, by and between JCIC, the Sponsor, each of the officers and directors of JCIC (collectively, the “Sponsor Persons”) and New Bridger, a copy of which is attached to this proxy statement/prospectus as Annex B;

 

•

“Sponsor Earnout Shares” shall mean 20% of the Available Sponsor Shares.

 

•

“Sponsor Triggering Event” are to, (a) with respect to 50% of the Sponsor Earnout Shares, the date on which the VWAP equals or exceeds $11.50 on any 20 trading days in any 30 consecutive trading- day period, and (b) with respect any Sponsor Earnout Shares for which a Sponsor Triggering Event has not occurred with respect to clause (a), the date on which the VWAP equals or exceeds $13.00 on any 20 trading days in any 30 consecutive trading-day period; provided, that in the event of a Change of Control (as defined in the Merger Agreement) between the date of the Closing to and including the fifth anniversary of the date of the Closing pursuant to which New Bridger or any of its stockholders have the right to receive, directly or indirectly, cash, securities or other property attributing a value of at least $11.50 (with respect to 50% of the Sponsor Earnout Shares) or $13.00 (with respect to all Sponsor Earnout Shares) per share of New Bridger Common Stock, after assuming the vesting of applicable shares, then a Sponsor Triggering Event shall be deemed to have occurred immediately prior to such Change of Control (as defined in the Merger Agreement);

 

•

“Stockholders Agreement” are to the Stockholders Agreement to be entered into by New Bridger, Sponsor, Founder Stockholders and the BTO Stockholders at the Closing, a copy of the form of which is attached to this proxy statement prospectus as Annex C;

 

•

“Third Effective Time” are to the time at which the Third Merger shall become effective in accordance with the terms of the Merger Agreement;

 

•

“Third Merger” are to the merger of Wildfire Merger Sub III with and into Bridger, with Bridger as the surviving entity in accordance with the terms and subject to the conditions set forth in the Merger Agreement;

 

•

“Transaction Agreements” are to the Merger Agreement, the Sponsor Agreement, the Stockholder Agreement and the A&R Registration Rights Agreement, in each case, including all annexes, exhibits, schedules, attachments and appendices thereto, and any certificate or other instrument delivered by any party to any other party pursuant to any of the foregoing;

 

xiv

•

“Treasury Regulations” means the regulations, including proposed and temporary regulations, promulgated under the Code;

 

•

“Trust Account” are to the Trust Account established at the consummation of JCIC’s initial public offering and maintained by Continental, acting as trustee;

 

•

“Trust Agreement” are to the Investment Management Trust Agreement, dated January 26, 2021, by and between JCIC and Continental, as trustee;

 

•

“Trust Amount” are to the amount of cash available in the Trust Account as of the Closing, after deducting the amount required to satisfy JCIC’s obligations to its shareholders (if any) that exercise their redemption rights;

 

•

“VWAP” are to the volume-weighted average price;

 

•

“Wildfire GP Sub IV” are to Wildfire GP Sub IV, LLC, a Delaware limited liability company.

 

•

“Wildfire Merger Sub I” are to Wildfire Merger Sub I, Inc., a Delaware corporation.

 

•

“Wildfire Merger Sub II” are to Wildfire Merger Sub II, Inc., a Delaware corporation.

 

•

“Wildfire Merger Sub III” are to Wildfire Merger Sub III, LLC, a Delaware limited liability company; and

 

•

“working capital loans” are to the funds that the Sponsor or an affiliate of the Sponsor may loan to JCIC as may be required.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to JCIC Class A Ordinary Shares, public shares, JCIC Public Warrants or JCIC Warrants include any such securities underlying the JCIC Units, as applicable.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this proxy statement/prospectus are not historical facts but are forward-looking statements, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, (1) references with respect to the anticipated benefits of the Business Combination and anticipated closing timing; (2) the sources and uses of cash of the Business Combination; (3) the anticipated capitalization and enterprise value of the combined company following the consummation of the Business Combination; (4) current and future potential commercial and customer relationships; and (5) anticipated investments in additional aircraft, capital resource, and research and development and the effect of these investments. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of JCIC’s and Bridger’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of JCIC and Bridger. These forward-looking statements are subject to a number of risks and uncertainties, including: changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required stockholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination is not obtained; failure to realize the anticipated benefits of the Business Combination; risks relating to the uncertainty of the projected financial information with respect to Bridger; Bridger’s ability to successfully and timely develop, sell and expand its technology and products, and otherwise implement its growth strategy; risks relating to Bridger’s operations and business, including information technology and cybersecurity risks, loss of requisite licenses, flight safety risks, loss of key customers and deterioration in relationships between Bridger and its employees; risks related to increased competition; risks relating to potential disruption of current plans, operations and infrastructure of Bridger as a result of the announcement and consummation of the Business Combination; risks that Bridger is unable to secure or protect its intellectual property; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the ability to compete with existing or new companies that could cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share; the amount of redemption requests made by JCIC’s shareholders; the impact of the COVID-19 pandemic; the ability to successfully select, execute or integrate future acquisitions into the business, which could result in material adverse effects to operations and financial conditions; and those factors discussed in the section entitled “Risk Factors” contained in this proxy statement/prospectus. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither JCIC nor Bridger presently know or that JCIC and Bridger currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect JCIC’s and Bridger’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. JCIC and Bridger anticipate that subsequent events and developments will cause JCIC’s and Bridger’s assessments to change. However, while JCIC and Bridger may elect to update these forward-looking statements at some point in the future, JCIC and Bridger specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing JCIC’s and Bridger’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to JCIC’s shareholders. JCIC urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:

You are receiving these materials because you are a shareholder of record or a beneficial holder of JCIC on [●], the record date for the extraordinary general meeting. JCIC and Bridger have agreed to a business combination through a series of transactions, including the Mergers, subject to the terms and conditions of the Merger Agreement and the other Transaction Agreements. A copy of the Merger Agreement is attached as Annex A. JCIC shareholders are being asked to consider and vote upon a proposal to approve the Business Combination and a number of other proposals. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal” for more detail.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/ PROSPECTUS IN ITS ENTIRETY, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF JCIC AND BRIDGER.

 

Q:	How do I attend the meeting virtually?

 

A:

The extraordinary general meeting will be accessible virtually via a live webcast at [●].com, at [●], Eastern Time, on [●], 2022. To participate in the virtual meeting, including the voting of shares, JCIC shareholders of record will need (a) [●] or instructions that accompanied their proxy materials, if applicable, or (b) to obtain a proxy form from their broker, bank or other nominee.

The extraordinary general meeting webcast will begin promptly at [●], Eastern Time. JCIC shareholders are encouraged to access the extraordinary general meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

 

Q:	Can I attend the extraordinary general meeting in person?

 

A:

Yes. JCIC shareholders will be able to attend the extraordinary general meeting in person, which will be held on [●], 2022, at [●], Eastern Time, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153. However, JCIC encourages its shareholders to attend via live webcast on the Internet.

 

Q:	What are the transactions described in this document?

 

A:

On August 3, 2022, JCIC entered into the Merger Agreement. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) Wildfire Merger Sub I will merge with and into Blocker (the “First Merger”), with Blocker as the surviving entity of the First Merger, upon which Wildfire GP Sub IV will become general partner of such surviving entity, (ii) Wildfire Merger Sub II will merge with and into JCIC (the “Second Merger”), with JCIC as the surviving company of the Second Merger (the “Second Surviving Company”),

 

xvii

and (iii) Wildfire Merger Sub III will merge with and into Bridger (the “Third Merger” and together with First Merger and Second Merger, the “Mergers”), with Bridger as the surviving company of the Third Merger. Following the Mergers, each of Blocker, JCIC, and Bridger will be a subsidiary of New Bridger, and New Bridger will become a publicly traded company. At the closing of the Transactions (“Closing”), New Bridger will change its name to Bridger Aerospace Group Holdings, Inc., and its common stock is expected to list on the Nasdaq Capital Market under the ticker symbol “BAER.”

 

Q:	What will happen in the Mergers?

 

A:

Effect of the First Merger. On the terms and subject to the conditions set forth in the Merger Agreement, at the First Effective Time: (i) the partnership interests of Blocker outstanding immediately prior to the First Effective Time will be converted into the right to receive an aggregate number of shares of New Bridger Common Stock equal to the product of (x) the Per Share Common Stock Consideration and (y) the number of Class B common shares of Bridger held by Blocker immediately prior to the First Effective Time, which consideration will be allocated among the holders of the general partnership interests and limited partnership interests of Blocker (as of immediately prior to the First Effective Time) and (ii) the outstanding common stock of Wildfire Merger Sub I shall be converted into and become general partnership and limited partnership interests of surviving entity following the First Merger (the “First Surviving Limited Partnership”), which shall constitute one hundred percent (100%) of the outstanding equity of First Surviving Limited Partnership, to be owned by Wildfire GP Sub IV and New Bridger as provided in an amended and restated limited partnership agreement of First Surviving Limited Partnership in the form to be mutually agreed upon by JCIC, Bridger and Blocker in good faith prior to the Closing.

The “Per Share Common Stock Consideration” means the Aggregate Common Stock Consideration divided by the number of common shares of Bridger (“Bridger Common Shares”) issued and outstanding (other than any Bridger Common Shares held by Bridger in its treasury and any equity awards with respect to Bridger Common Shares granted after the date of the Merger Agreement and prior to Closing pursuant to the Omnibus Incentive Plan in the form of “restricted share units” or similar full value equity equivalents) as of immediately prior to the respective Effective Time.

Effect of the Second Merger. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Second Merger (the “Second Effective Time”), by virtue of the Second Merger:

 

(i)

each JCIC Ordinary Share issued and outstanding immediately prior to the Second Effective Time (other than JCIC Excluded Shares (as defined below)) will be converted into one share of New Bridger Common Stock;

 

(ii)

each share of common stock of Wildfire Merger Sub II issued and outstanding immediately prior to the Second Effective Time will be converted into and become one share of common stock of the Second Surviving Company;

 

(iii)

each JCIC Ordinary Share issued and outstanding immediately prior to the Second Effective Time with respect to which a JCIC shareholder has validly exercised its redemption rights (collectively, the “Redemption Shares”) will not be converted into and become a share of New Bridger Common Stock, and will at the Second Effective Time be converted into the right to receive from the Second Surviving Company, in cash, an amount per share calculated in accordance with such shareholder’s redemption rights; and

 

(iv)

at the Second Effective Time, by virtue of the assumption of the warrant agreement, dated as of January 26, 2021, between JCIC and Continental Stock Transfer & Trust Company, a New York corporation, by New Bridger, each warrant of JCIC that entitles its holder to purchase one JCIC Class A Ordinary Share at a price of $11.50 per share that is outstanding immediately prior to the Second Effective Time will automatically and irrevocably be modified to provide that such warrant will be entitled to purchase one share of New Bridger Common Stock on the same terms and conditions.

 

xviii

“JCIC Excluded Shares” means, without duplication, (i) the Redemption Shares, (ii) JCIC Ordinary Shares (if any), that, at the respective Effective Time, are held in the treasury of JCIC and (iii) JCIC Ordinary Shares (if any), that are owned by Bridger and its subsidiaries.

Effect of the Third Merger. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Third Merger (the “Third Effective Time” and with the First Effective Time and the Second Effective Time, the “Effective Times”), each Bridger Common Share will be converted into the right to receive a number of shares of New Bridger Common Stock equal to the Per Share Common Stock Consideration and each Bridger Series C Preferred Share will be converted into the right to receive one share of New Bridger Series A Preferred Stock. The limited liability company interests of Wildfire Merger Sub III outstanding immediately prior to the Third Effective Time will be converted into and become the limited liability company interests of the surviving company (“Third Surviving Company”), which will constitute one hundred percent (100%) of the outstanding equity of the Third Surviving Company. (i) The Bridger Common Shares and the Bridger Series C Preferred Shares (if any) (together with Bridger Common Shares, the “Bridger Shares”) that are held in the treasury of Bridger or its subsidiaries at the Third Effective Time and (ii) the Bridger Shares that are held by JCIC or any of its affiliates at the Third Effective Time, will be cancelled and no consideration will be paid or payable with respect thereto.

 

Q:	How will New Bridger be managed following the Business Combination?

 

A:	Following the Closing, it is expected that the current management of Bridger will become the management of New Bridger, and the New Bridger Board will consist of 9 directors, who will be divided into three classes (Class I, II and III) with each class initially consisting of 3 directors.

Please see the section entitled “Management of New Bridger after the Business Combination.”

 

Q:	Is the completion of the Merger subject to any conditions?

 

A:	Yes. The respective obligations of each party to effect the Closing are subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Merger Agreement.

The Merger Agreement provides that the obligations of the parties to consummate the Merger are conditioned on, among other things: (i) approval of the Condition Precedent Proposals by the requisite shareholders of JCIC, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) receipt of other required regulatory approvals, (iv) there being no governmental order or law in force enjoining or prohibiting the consummation of the Transactions, (v) JCIC having at least $5,000,001 of net tangible assets after shareholder redemptions, (vi) the registration statement on this Form S-4 having become effective, (vii) the New Bridger Common Stock and warrants to purchase New Bridger Common Stock having been approved for listing on Nasdaq, and (viii) customary bring-down conditions related to the representations, warranties and pre-Closing covenants in the Merger Agreement. In addition, the obligation of Bridger and Blocker to consummate the Transactions is conditioned upon, among other items, each of the covenants of the parties to the Sponsor Agreement required to be performed as of or prior to the Closing having been performed in all material respects.

To the extent that the JCIC Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, JCIC and Bridger will notify their respective equityholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, and/or filing a current report on Form 8-K and by circulating a supplement to this proxy statement/prospectus to resolicit the votes of JCIC shareholders, if required. For more information about conditions to the consummation of the Business Combination, see the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing.”

 

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Q:	Following the Business Combination, will JCIC’s securities continue to trade on a stock exchange?

 

A:

No. JCIC and Bridger anticipate that, following consummation of the Business Combination, the JCIC Class A Ordinary Shares, JCIC Units and JCIC Warrants will be delisted from Nasdaq Capital Market LLC (“Nasdaq”), and JCIC’s securities will be deregistered under the Exchange Act. However, JCIC and Bridger intend to apply to list New Bridger Common Stock and New Bridger Warrants on Nasdaq upon the Closing under the ticker symbols “BAER” and “BAERW,” respectively. Please see the section entitled “The Business Combination—Certain Information Relating to New Bridger—Listing of New Bridger Common Stock and New Bridger Warrants on Nasdaq” for additional information.

 

Q:	What are the material U.S. federal income tax consequences as a result of the Business Combination?

 

A:

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences—U.S. Holders,” the exchange of JCIC Ordinary Shares for shares of New Bridger Common Stock pursuant to the Second Merger (together with the related transactions in the Business Combination) should qualify as a tax-deferred exchange for U.S. federal income tax purposes under Section 351 of the Code. Further, as described in “Material U.S. Federal Income Tax Consequences—U.S. Holders,” it is uncertain whether the exchange of JCIC Ordinary Shares for shares of New Bridger Common Stock, and the exchange of JCIC Public Warrants for New Bridger Warrants, in the Second Merger, qualifies as a tax-deferred reorganization under Section 368(a) of the Code. If the Second Merger does not qualify as a tax deferred reorganization under Section 368(a) of the Code, then the exchange of JCIC Public Warrants for New Bridger Warrants in the Second Merger would not qualify for tax-deferred treatment and would be taxable as further described in “Material U.S. Federal Income Tax Consequences—U.S. Holders.” There are significant factual and legal uncertainties as to whether the Second Merger qualifies as a tax-deferred reorganization under Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Second Merger, its corporate parent) must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as JCIC, and there are significant factual and legal uncertainties concerning the determination of this requirement. Moreover, qualification of the Second Merger as a tax-deferred reorganization under Section 368(a) of the Code is based on facts which will not be known until the closing of the Business Combination. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination so qualifies for such tax-deferred treatment, and neither JCIC nor New Bridger intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination. Accordingly, no assurance can be given that the IRS will agree with any position taken that the exchange of JCIC Public Warrants for New Bridger Warrants in the Second Merger qualifies for tax-deferred treatment or that a court will not sustain a challenge by the IRS to such position, if taken.

Additionally, the tax consequences of the Business Combination are subject to the PFIC rules discussed more fully under “Material U.S. Federal Income Tax Consequences—Passive Foreign Investment Company Status.” You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination to you. For a description of material U.S. federal income tax consequences of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Consequences” below.

 

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Q:	What proposals are shareholders of JCIC being asked to vote upon?

 

A:	At the extraordinary general meeting, JCIC is asking holders of JCIC Ordinary Shares to consider and vote upon:

 

•

a proposal to approve by ordinary resolution and adopt (i) the Business Combination, (ii) Merger Agreement, (iii) the Plan of Merger and (iv) each of the transactions contemplated by the Merger Agreement, as more fully described elsewhere in this proxy statement/prospectus;

 

•

a proposal to approve by special resolution the Second Merger and the associated Plan of Merger related to the Second Merger;

 

•

a proposal to approve by ordinary resolution the amendments to the authorized share capital of JCIC;

 

•

a proposal to approve by special resolution and adopt the Proposed Cayman Constitutional Documents;

 

•

proposals to approve, on a non-binding advisory basis, certain material differences between JCIC’s Amended and Restated Memorandum and Articles of Association and the New Bridger Certificate of Incorporation;

 

•

a proposal to approve and assume by ordinary resolution New Bridger’s 2022 Omnibus Incentive Plan and any grants or awards issued thereunder;

 

•

a proposal to approve by ordinary resolution New Bridger’s 2022 Employee Stock Purchase Plan; and

 

•

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes present to constitute a quorum or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to JCIC shareholders.

If JCIC’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. See “Shareholder Proposal No. 1 — The Business Combination Proposal,” “Shareholder Proposal No. 2 — The Merger Proposal,” “Shareholder Proposal No. 3 — The Share Capital Proposals,” “Shareholder Proposal No. 4 — The Organizational Documents Proposal,” “Shareholder Proposal No. 5 — the Non-Binding Governance Proposals,” “Shareholder Proposal No. 6 — The Incentive Plan Proposal,” “Shareholder Proposal No. 7 — The ESPP Proposal,” and “Shareholder Proposal No. 8 — The Adjournment Proposal.”

JCIC will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of JCIC should read it carefully.

 

Q:	Did the JCIC Board Recommend the Business Combination Proposals and the other proposals?

 

A:

After careful consideration, the JCIC Board has determined that the Business Combination Proposal, the Merger Proposal, the Share Capital Proposal, the Organizational Documents Proposal, the Non-Binding Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of JCIC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of JCIC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of JCIC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, JCIC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of JCIC’s

 

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Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:	Are the proposals conditioned on one another?

 

A:

Each of Proposals No. 1, 2, 3, 4, 6 and 7 (the “Condition Precedent Proposals”) is cross-conditioned on the approval of the others. If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the Business Combination may not be consummated. Proposal No. 8 is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Proposal No. 5 is a non-binding advisory proposal.

 

Q:	Why is JCIC proposing the Business Combination?

 

A:	JCIC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Based on our due diligence investigations of Bridger, the management of Bridger and the industry in which it operates, including the financial and other information provided by Bridger in the course of these due diligence investigations, the JCIC Board believes that the Business Combination with Bridger is in the best interests of JCIC and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “Shareholder Proposal No. 1 — The Business Combination Proposal — The JCIC Board’s Reasons for the Approval of the Business Combination” for additional information.

Although the JCIC Board believes that the Business Combination with Bridger presents an attractive business combination opportunity and is in the best interests of JCIC and its shareholders, the JCIC Board did consider certain potentially material negative factors in arriving at that conclusion, including, among others: (i) the risks arising from the fact that due to the restrictions on the authority of federal agencies to obligate federal funds without annual appropriations from Congress, most of Bridger’s contracts are structured for one base year with options for up to four additional years, and that the government customers can terminate the contracts for cause or for convenience at any time; (ii) Bridger’s long-term performance will rely on continuing to maintain and generate new contracts with state, federal, and non-U.S. governmental entities; (iii) risks arising from the fact that Bridger was awarded certain government contracts based on its status as a small business under the applicable regulations of the Small Business Association, and therefore as New Bridger continues to expand, New Bridger may not be eligible to utilize the small business status to grow its business; and (iv) Bridger has incurred losses on an as-reported basis for the last several years. These factors are discussed in greater detail in the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — The JCIC Boards’ Reasons for the Business Combination,” as well as in the section entitled “Risk Factors.”

 

Q:	What will Bridger equityholders receive in return for JCIC’s acquisition of all of the issued and outstanding equity interests of Bridger?

 

A:

Common Shares. The aggregate consideration to be paid to the direct or indirect equityholders of Bridger (other than the holders of Series C preferred shares of Bridger (“Bridger Series C Preferred Shares”)) (“Aggregate Common Stock Consideration”) at the Closing will consist of a number of shares of common stock of New Bridger (“New Bridger Common Stock”) equal to (i) (A) Net Equity Value minus (B) the aggregate stated value of the Bridger Series C Preferred Shares outstanding as of immediately prior to the effective time of the First Merger (the “First Effective Time”) and any accrued and unpaid interest thereon since the end of immediately preceding semi-annual distribution period, which amounts are to be determined in accordance with Bridger’s current limited liability company agreement, minus (C) if the amount remaining in the Trust Account of JCIC after allocating funds to the redemption of JCIC Class A Ordinary Shares is less than $20,000,000, the excess of the aggregate fees and expenses for legal counsel,

 

xxii

accounting advisors, external auditors and financial advisors incurred by Blocker and certain of its affiliates, Bridger or its subsidiaries in connection with the Transactions, over $6,500,000, if any, divided by (ii) $10.00. Assuming the Closing occurs on November 30, 2022 and the aggregate fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by Blocker and certain of its affiliates, Bridger or its subsidiaries in connection with the Transactions are less than $6,500,000, the Aggregate Common Stock Consideration would be 39,536,771 shares of New Bridger Common Stock. The Aggregate Common Stock Consideration would be reduced (i) if the Closing occurs after November 30, 2022, resulting in a higher aggregate stated value of the Bridger Series C Preferred Shares outstanding as of immediately prior to the First Effective Time or (ii) if the amount remaining in the Trust Account of JCIC after allocating funds to the redemption of JCIC Class A Ordinary Shares is less than $20,000,000 and the aggregate fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by Blocker and certain of its affiliates, Bridger or its subsidiaries in connection with the Transactions exceed $6,500,000. Conversely, the Aggregate Common Stock Consideration would increase if the Closing occurs before November 30, 2022, resulting in a lower aggregate stated value of the Bridger Series C Preferred Shares outstanding as of immediately prior to the First Effective Time.

Preferred Shares. The aggregate consideration to be paid to holders of the Bridger Series C Preferred Shares at the Closing will consist of a number of shares of Series A preferred stock of New Bridger (“New Bridger Series A Preferred Stock”) equal to the number of Bridger Series C Preferred Shares outstanding as of immediately prior to the effective time of the First Merger. Shares of New Bridger Series A Preferred Stock will have rights and preferences that mirror certain rights and preferences currently held by the holders of the Bridger Series C Preferred Shares.

For further details, see “Shareholder Proposal No. 1 — The Business Combination Proposal — Consideration.”

 

Q:	What equity stake will current JCIC shareholders and Existing Bridger Equityholders hold in New Bridger immediately after the consummation of the Business Combination?

 

A:

As of the date of this proxy statement/prospectus, there are (i) 43,125,000 JCIC Ordinary Shares issued and outstanding, consisting of the 8,550,000 founder shares held by the Sponsor, the 75,000 founder shares in the aggregate held by the three independent directors of JCIC, and the 34,500,000 public shares and (ii) the 26,650,000 JCIC Warrants issued and outstanding, consisting of the 9,400,000 JCIC Private Placement Warrants held by the Sponsor and the 17,250,000 JCIC Public Warrants. Each whole warrant entitles the holder thereof to purchase one JCIC Class A Ordinary Share at $11.50 per share and, following the Second Merger, will entitle the holder thereof to purchase one share of New Bridger Common Stock at $11.50 per share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), JCIC fully diluted share capital would be 69,775,000 common stock equivalents.

Upon completion of the Business Combination, we anticipate that: (1) shares issued to Founder and Bridger Management will represent an ownership interest of 19.6% of the fully diluted New Bridger Common Stock, (2) shares issued to BTO Stockholders will represent an ownership interest of 6.4% of the fully diluted New Bridger Common Stock, (3) shares issued to the Bridger Series C Shareholders upon conversion will represent an ownership interest of 19.8% of the fully diluted New Bridger Common Stock, (4) shares issued to JCIC public shareholders will represent an ownership interest of 22.7% of the fully diluted New Bridger Common Stock, (5) shares issued to the Sponsor will represent an ownership interest of 5.6% of the fully diluted New Bridger Common Stock (which does not assume the exercise of Sponsor’s JCIC Private Placement Warrants), (6) shares issued to the independent directors of JCIC will represent an ownership interest of 0.1% of the fully diluted New Bridger Common Stock, (7) New Award Grants will represent an ownership interest of 7.5% of the fully diluted New Bridger Common Stock upon full vesting and/or exercise thereof, (8) shares of New Bridger Common Stock issuable upon conversion of the Promissory Note at Closing will represent an ownership interest of 0.7% of the fully diluted New Bridger Common Stock, (9) JCIC Public Warrants will represent an ownership interest of 11.4% of the fully diluted New Bridger Common Stock upon exercise thereof and (10) JCIC Private Placement Warrants will represent an ownership interest of 6.2% of the fully diluted New Bridger Common Stock upon

 

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exercise thereof. These ownership interest levels are based on Bridger’s capitalization as of August 3, 2022 and assume (i) no additional issuance of Bridger equity, (ii) Series C Shareholders exercise their conversion rights at a conversion price of $11.00 per share 31 days after the Closing, (iii) the Closing occurs on November 30, 2022, (iv) the aggregate fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by Blocker and certain of its affiliates, Bridger or its subsidiaries in connection with the Transactions are less than $6,500,000, (v) the aggregate of fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by JCIC in connection with the Transactions prior to Closing, but excluding any deferred underwriting fees, are less than $6,500,000, and (vi) no public shareholders exercise their redemption rights in connection with the Business Combination.

The following table illustrates the varying ownership levels in New Bridger immediately following the consummation of the Business Combination, based on the assumptions above; provided that in the 25%, 50%, 75% and maximum redemptions scenarios, the assumption (vi) above is modified to assume that public shareholders exercise their redemption rights at the applicable redemption levels in connection with the Business Combination.

 

		Fully Diluted Share Ownership in New Bridger
		Pro Forma Combined (Assuming No Redemptions)								Pro Forma Combined (Assuming 25% Redemptions)								Pro Forma Combined (Assuming 50% Redemptions)								Pro Forma Combined (Assuming 75% Redemptions)								Pro Forma Combined (Assuming Maximum Redemptions)
		Number of Shares				% Ownership				Number of Shares				% Ownership				Number of Shares				% Ownership				Number of Shares				% Ownership				Number of Shares				% Ownership
Founder and Bridger Management(1)			29,800,105				19.6	%			29,800,105				21.0	%			29,800,105				22.5	%			29,800,105				24.4	%			29,800,105				27.6	%
BTO Stockholders(1)			9,736,666				6.4	%			9,736,666				6.8	%			9,736,666				7.3	%			9,736,666				8.0	%			9,736,666				9.0	%
Series C Shareholders(2)			30,103,074				19.8	%			30,103,074				21.2	%			30,103,074				22.7	%			30,103,074				24.7	%			30,103,074				27.8	%
Public Shareholders			34,500,000				22.7	%			25,875,000				18.2	%			17,250,000				13.0	%			8,625,000				7.1	%			—				0.0	%
Sponsor(3)			8,550,000				5.6	%			8,550,000				6.0	%			8,550,000				6.4	%			7,419,874				6.1	%			4,275,000				4.0	%
Independent directors of JCIC			75,000				0.1	%			75,000				0.1	%			75,000				0.1	%			75,000				0.1	%			75,000				0.1	%
New Award Grants(4)			11,259,197				7.5	%			10,396,697				7.3	%			9,534,197				7.1	%			8,558,685				7.0	%			7,391,697				6.7	%
Convertible Promissory Note(5)			1,000,000				0.7	%			1,000,000				0.7	%			1,000,000				0.8	%			1,000,000				0.8	%			100,000				0.1	%
Public Warrants			17,250,000				11.4	%			17,250,000				12.1	%			17,250,000				13.0	%			17,250,000				14.1	%			17,250,000				16.0	%
Private Placement Warrants			9,400,000				6.2	%			9,400,000				6.6	%			9,400,000				7.1	%			9,400,000				7.7	%			9,400,000				8.7	%
Total			151,674,042				100.0	%			142,186,542				100.0	%			132,699,042				100.0	%			121,968,404				100.0	%			108,131,542				100.0	%

 

(1)	Represents shares of New Bridger Common Stock to be issued at the Closing to the Existing Bridger Equityholders based on the Per Share Common Stock Consideration.

(2)

The 315,789 shares of New Bridger Series A Preferred Stock issued in exchange of Bridger Series C Preferred Shares are convertible at the election of the Series C Shareholders to New Bridger Common Stock based on the Series A Preferred Stated Value and the conversion price of: (i) for conversion within thirty (30) days after the Closing, $9.00 per share of New Bridger Common Stock and (ii) for conversion after thirty (30) days after the Closing, $11.00 per share of New Bridger Common Stock.

(3)

Of the shares owned by the Sponsor that remain outstanding immediately after the Closing, 20% will be Sponsor Earnout Shares. The Sponsor Earnout Shares will be restricted from transfer (subject to certain exceptions), subject to the occurrence (or deemed occurrence) of the applicable Sponsor Triggering Event during the Earnout Period. Any such securities not released from these transfer restrictions during the Earnout Period will be forfeited back to New Bridger for no consideration. The 4,275,000 shares owned by the Sponsor under the maximum redemptions scenario represent the Available Sponsor Shares and are inclusive of shares subject to forfeitures based on transaction costs incurred by JCIC as of the Closing, but do not include the 100,000 shares issuable upon conversion of the expected $1.0 million outstanding balance on the Promissory Note between JCIC and the Sponsor at the Closing. As of the date hereof, JCIC has drawn $800,000, and expects to draw an additional $200,000, under the Promissory Note in order to fund working capital through the consummation of the Business Combination.

(4)

Includes New Award Grants under the Omnibus Incentive Plan assumed to be granted and outstanding with shares of New Bridger Common Stock underlying such awards to be approximately 10% of the New Bridger Common Stock expected to be outstanding immediately after the Closing, after taking into account redemptions by JCIC’s public shareholders.

(5)

Includes (i) the 1,000,000 shares of New Bridger Common Stock underlying the JCIC Warrants issuable pursuant to the repayment of the Promissory Note in the “Assuming No Redemptions”, “Assuming 25% of Maximum Redemptions” the “Assuming 50% of Maximum Redemptions” and the “Assuming 75% of Maximum Redemptions” scenarios and (ii) the 100,000 shares of New Bridger Common Stock issuable pursuant to the repayment of the Promissory Note in the “Assuming Maximum Redemptions” scenario. Except in the “Maximum Redemptions” scenario, the balance of the Promissory Note may be repaid in cash in accordance with its terms, but this table assumes that the balance was converted into warrants at the discretion of the Sponsor.

 

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See the sections entitled “Summary of the Proxy Statement/Prospectus — Ownership of New Bridger following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

Q:	How has the announcement of the Business Combination affected the trading price of the JCIC Class A Ordinary Shares?

 

A:

On August 3, 2022, the last trading date before the public announcement of the execution of the Merger Agreement, the reported closing price on Nasdaq of the JCIC Units, JCIC Class A Ordinary Shares and JCIC Public Warrants was $9.89, $9.88 and $0.06, respectively. On [●], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the reported closing price on Nasdaq of the JCIC Units, JCIC Class A Ordinary Shares and JCIC Public Warrants was $[●], $[●] and $[●], respectively.

 

Q:	What changes will be made to the current constitutional documents of JCIC?

 

A:

JCIC’s shareholders are being asked to consider and vote upon a proposal to approve the replacement of JCIC’s current Cayman Constitutional Documents under the Cayman Islands Companies Act with the Proposed Cayman Constitutional Documents, which will be materially modified from the Cayman Constitutional Documents in the following respects:

 

•

change the name of JCIC to “[●]” and delete the provisions relating to JCIC’s status as a blank check company and retain the default of perpetual existence under the Cayman Islands Companies Act;

 

•

[change the share capital to US$[            ] divided into [            ] shares of a par value of US$[        ] each; and

 

•

provide for only one class of directors on the JCIC Board.

See “Shareholder Proposal No. 4 — The Organizational Documents Proposal” for additional information.

 

Q:	Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. The Sponsor has agreed to waive its redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:	Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your JCIC Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposal or any other proposal to be voted upon at the extraordinary general meeting. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

 

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Q:	How do I exercise my redemption rights?

 

A:	If you are a public shareholder and wish to exercise your right to redeem your public shares, you must:

 

(i)

(a) hold public shares, or (b) if you hold public shares through units, you must elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

(ii)

submit a written request to Continental Stock Transfer & Trust (“Continental”), JCIC’s transfer agent, in which you (i) request that JCIC redeem all or a portion of your JCIC Class A Ordinary Shares for cash, and (ii) identify yourself as the beneficial holder of the JCIC Class A Ordinary Shares and provide your legal name, phone number and address; and

 

(iii)

deliver your public shares to Continental, JCIC’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [●] p.m., Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The address of Continental, JCIC’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, JCIC’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us (net of taxes payable). For illustrative purposes, as of [●], 2022, this would have amounted to approximately $[●] per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of JCIC’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal.

Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, irrespective of how you vote on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

A JCIC shareholder may not withdraw a redemption request once submitted to JCIC unless the JCIC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which the JCIC Board may do in whole or in part). If you submit a redemption request to Continental, JCIC’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental, JCIC’s transfer agent, at the phone number or address listed in see “Questions and answers — Q: Who can help answer my questions?”

Any corrected or changed written exercise of redemption rights must be received by Continental, JCIC’s transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been

 

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delivered (either physically or electronically) to Continental, JCIC’s transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, JCIC will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

 

Q:	If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, JCIC’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, JCIC’s transfer agent, by [●] p.m., Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

 

Q:	What are the material U.S. federal income tax consequences of exercising my redemption rights?

 

A:

We expect that a U.S. holder that exercises its redemption rights to receive cash in exchange for its JCIC Ordinary Shares generally will be treated as selling such shares in a taxable transaction resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of JCIC Ordinary Shares that such U.S. holder owns or is deemed to own prior to and following the redemption. For a more complete discussion of the U.S. federal income tax consequences of a U.S. holder’s exercise of redemption rights, see “Material U.S. Federal Income Tax Consequences—U.S. Holders—Redemption of JCIC Ordinary Shares Pursuant to the JCIC Shareholder Redemption.”

For a description of the tax consequences for Non-U.S. holders exercising redemption rights in connection with the Business Combination, see the section entitled “Material U.S. Federal Income Tax Consequences—Non-U.S. Holders—Redemption of JCIC Ordinary Shares Pursuant to the JCIC Shareholder Redemption.”

Additionally, the tax consequences of exercising redemption rights are subject to the PFIC rules discussed more fully under “Material U.S. Federal Income Tax Consequences—Passive Foreign Investment Company Status.” All holders of JCIC Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

 

Q:	What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

Following the closing of JCIC’s initial public offering, an amount equal to $345,000,000 of the net proceeds from JCIC’s initial public offering and the sale of the JCIC Private Placement Warrants was placed in the Trust Account. As of [●], 2022, funds in the Trust Account totaled approximately $[●] and were comprised entirely of money market funds invested U.S. Treasury securities with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Business

 

xxvii

Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of JCIC’s obligation to redeem 100% of the public shares if it does not complete a business combination by January 26, 2023 and (3) the redemption of all of the public shares if JCIC is unable to complete a business combination by January 26, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the Trust Account will be released to pay holders of New Bridger public shares who properly exercise their redemption rights, to pay transaction fees and expenses associated with the Business Combination and for working capital and general corporate purposes of New Bridger following the Business Combination. See “Summary of the Proxy statement/prospectus — Sources and Uses of Funds for the Business Combination.”

 

Q:	What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

Pursuant to the Cayman Constitutional Documents, in no event will we redeem JCIC Class A Ordinary Shares in an amount that would cause JCIC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The table below presents the trust value per JCIC Class A Ordinary Share to a JCIC shareholder that elects not to redeem across a range of varying redemption scenarios calculated based on the Trust Account figures as of September 30, 2022. This trust value per JCIC Class A Ordinary Share includes the per share cost of the deferred underwriting commission.

 

		Per Share Value
Trust value		$	347,128,616
Total JCIC Class A Ordinary Shares			34,500,000
Trust value per JCIC Class A Ordinary Share		$	10.06
		Assuming No Redemption				Assuming 25% of Maximum Redemptions				Assuming 50% of Maximum Redemptions				Assuming 75% of Maximum Redemptions				Assuming Maximum Redemptions
Redemptions ($)		$	—			$	86,782,154			$	173,564,308			$	260,346,462			$	347,128,616
Redemptions (Shares)			—				8,625,000				17,250,000				25,875,000				34,500,000
Deferred underwriting commission(1)		$	6,037,500			$	6,037,500			$	6,037,500			$	6,037,500			$	6,037,500
Cash left in trust account post redemption minus deferred underwriting commission		$	341,091,116			$	254,308,962			$	167,526,808			$	80,744,654			$	—
JCIC Class A Ordinary Shares post redemptions			34,500,000				25,875,000				17,250,000				8,625,000				—
Trust value per JCIC Class A Ordinary Share		$	9.89			$	9.83			$	9.71			$	9.36			$	—

 

(1)	Remaining deferred underwriting commission owed after the waiver by J.P. Morgan Securities LLC upon its resignation.

 

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In addition to the changes in percentage ownership depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination. As illustrated in the table below, certain equity issuances may have a dilutive effect on the per share value of New Bridger. See the section entitled “Risk Factors—Risks Related to Redemption” for additional information.

 

		Assuming No Redemption								Assuming 25% of Maximum Redemptions(1)								Assuming 50% of Maximum Redemptions(2)								Assuming 75% of Maximum Redemptions(3)								Assuming Maximum Redemptions(4)
		Number of Shares				Value per Share(5)				Number of Shares				Value per Share(5)				Number of Shares				Value per Share(5)				Number of Shares				Value per Share(5)				Number of Shares				Value per Share(5)
Base Scenario(6)			112,764,845			$	9.98				104,139,845			$	9.98				95,514,845			$	9.97				85,759,719			$	10.09				73,989,845			$	10.53
Excluding Sponsor Earnout Shares(7)			111,054,845			$	10.14				102,429,845			$	10.14				93,804,845			$	10.15				84,275,744			$	10.27				73,134,845			$	10.65
Assuming Exercise of Public Warrants(8)			130,014,845			$	10.19				121,389,845			$	10.19				112,764,845			$	10.20				103,009,719			$	10.33				91,239,845			$	10.71
Assuming Exercise of Private Placement Warrants(9)			122,164,845			$	10.10				113,539,845			$	10.10				104,914,845			$	10.11				95,159,719			$	10.23				83,389,845			$	10.64
Assuming Exercise of JCIC Warrants Issuable Pursuant to Convertible Promissory Note(10)			113,764,845			$	10.00				105,139,845			$	9.99				96,514,845			$	9.99				86,759,719			$	10.11				—				—
Including Shares Issuable Pursuant to Convertible Promissory Note(10)			—				—				—				—				—				—				—				—				74,089,845			$	10.51
Including Shares Reserved for New Award Grants(11)			124,024,042			$	9.08				114,536,542			$	9.07				105,049,042			$	9.07				94,318,404			$	9.18				81,381,542			$	9.57

 

(1)	Assumes redemptions of 8,625,000 JCIC Class A Ordinary Shares in connection with the Business Combination.

(2)	Assumes redemptions of 17,250,000 JCIC Class A Ordinary Shares in connection with the Business Combination.

(3)	Assumes redemptions of 25,875,000 JCIC Class A Ordinary Shares in connection with the Business Combination.

(4)	Assumes redemptions of 34,500,000 JCIC Class A Ordinary Shares in connection with the Business Combination.

(5)	Based on a post-transaction equity value of New Bridger of the following:

 

		Post-Transaction Equity Value
		(in millions)
		Assuming No Redemption				Assuming 25% of Maximum Redemptions				Assuming 50% of Maximum Redemptions				Assuming 75% of Maximum Redemptions				Assuming Maximum Redemptions
Base Scenario		$	1,125.9	(5)(a)		$	1,039.1	(5)(b)		$	952.4	(5)(c)		$	865.6	(5)(d)		$	778.8	(5)(e)
Excluding Sponsor Earnout Shares(5)(f)		$	1,125.9			$	1,039.1			$	952.4			$	865.6			$	778.8
Assuming Exercise of Public Warrants(5)(g)		$	1,324.3			$	1,237.5			$	1,150.7			$	1,063.9			$	977.2
Assuming Exercise of Private Placement Warrants(5)(h)		$	1,234.0			$	1,147.2			$	1,060.5			$	973.7			$	886.9
Assuming Exercise of Warrants Issuable Pursuant to Convertible Promissory Note(5)(i)		$	1,137.4			$	1,050.6			$	963.9			$	877.1				—
Including Shares Issuable Pursuant to Convertible Promissory Note(5)(i)			—				—				—				—			$	778.8
Including Shares Reserved for New Award Grants(5)(j)		$	1,125.9			$	1,039.1			$	952.4			$	865.6			$	778.8

 

 

(5)(a)

Based on a post-transaction equity value of New Bridger of approximately $1,125.9 million, calculated by multiplying (a) the sum of (i) 39,536,771 shares of New Bridger Common Stock to be issued at the Closing to the Existing Bridger Equityholders at the Closing based on the Per Share Common Stock Consideration, (ii) assuming Series C Shareholders exercise their conversion rights at a conversion price of $11.00 per share at the Closing, 29,930,205 shares of New Bridger Common Stock issuable in respect of the New Bridger Series A Preferred Shares at Closing, and (iii) 8,625,000 shares of JCIC Class B Ordinary Shares and, assuming no redemptions by the public shareholders, 34,500,000 public shares of JCIC Class A Ordinary Shares convertible into shares of New Bridger Common Stock on a one-to-one basis upon the Closing, by (b) $10.00.

(5)(b)

Based on a post-transaction equity value of New Bridger of approximately $1,039.1 million, or approximately $1,125.9 million less the approximately $86.8 million (or $10.06 per share, representing its per share portion of the principal in the trust account) that would be paid from the trust account to redeem 8,625,000 JCIC Class A Ordinary Shares in connection with the Business Combination.

(5)(c)

Based on a post-transaction equity value of New Bridger of approximately $952.4 million, or approximately $1,125.9 million less the approximately $173.6 million (or $10.06 per share, representing its per share portion of the principal in the trust account) that would be paid from the trust account to redeem 17,250,000 JCIC Class A Ordinary Shares in connection with the Business Combination.

 

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(5)(d)

Based on a post-transaction equity value of New Bridger of approximately $865.6, or approximately $1,125.9 million less the approximately $260.3 million (or $10.06 per share, representing its per share portion of the principal in the trust account) that would be paid from the trust account to redeem 25,875,000 JCIC Class A Ordinary Shares in connection with the Business Combination.

(5)(e)

Based on a post-transaction equity value of New Bridger of approximately $778.8, or approximately $1,125.9 million less the approximately $347.1 million (or $10.06 per share, representing its per share portion of the principal in the trust account) that would be paid from the trust account to 34,500,000 JCIC Class A Ordinary Shares in connection with the Business Combination.

(5)(f)

Based on a post-transaction equity value of New Bridger at the Base Scenario in the respective redemption scenario column, but excluding the 1,710,000 Sponsor Earnout Shares in the no redemption scenario, the 25% redemption scenario, the 50% redemption scenario and the 75% redemption scenario (which is equal to 20% of 8,550,000 of the Available Sponsor Shares), or the 855,000 Sponsor Earnout Shares in the maximum redemption scenario (which is equal to 20% of 4,275,000 of the Available Sponsor Shares).

(5)(g)

Based on a post-transaction equity value of New Bridger at the Base Scenario in the respective redemption scenario column plus the full exercise of the Public Warrants for a total cash exercise price of approximately $198.4 million (or $11.50 per share).

(5)(h)

Based on a post-transaction equity value of New Bridger at the Base Scenario in the respective redemption scenario column plus the full exercise of the JCIC Private Placement Warrants for a total cash exercise price of approximately $108.1 million (or $11.50 per share).

(5)(i)

Based on a post-transaction equity value of New Bridger at the Base Scenario in the respective redemption scenario column plus (i) a total cash exercise price of approximately $11.5 million (or $11.50 per share) from the full exercise of 1,000,000 shares of the JCIC Warrants pursuant to the repayment of the convertible promissory note in the no redemption scenario, 25% redemption scenario, the 50% redemption scenario and the 75% redemption scenario or (ii) no cash proceeds in connection with the 100,000 shares of New Bridger Common Stock issuable pursuant to the repayment of the convertible promissory note in the maximum redemption scenario.

(5)(j)

Based on a post-transaction equity value of New Bridger at the Base Scenario in the respective redemption scenario column, but plus no cash proceeds from the issuances under the Omnibus Incentive Plan.

(6)

Represents (a) the 39,536,771 shares of New Bridger Common Stock issued to Existing Bridger Equityholders at the Closing and, assuming Series C Shareholders exercise their conversion rights at a conversion price of $11.00 per share 31 days after the Closing, 30,103,074 shares of New Bridger Common Stock issuable in respect of the New Bridger Series A Preferred Shares at Closing, in each case, pursuant to the Business Combination, (b) the 34,500,000 JCIC Class A Ordinary Shares that will be converted into shares of New Bridger Common Stock at the Closing and (c) the 8,625,000 Class B Ordinary Shares that will be converted into shares of New Bridger Common Stock at the Closing, less any shares that are redeemed, as described above.

(7)

Represents the Base Scenario less (i) the 1,710,000 Sponsor Earnout Shares in the no redemption scenario, the 25% redemption scenario, the 50% redemption scenario and the 75% redemption scenario (which is equal to 20% of 8,550,000 of the Available Sponsor Shares), or (ii) the 855,000 Sponsor Earnout Shares in the maximum redemption scenario (which is equal to 20% of 4,275,000 of the Available Sponsor Shares).

(8)	Represents the Base Scenario plus 17,250,000 shares of New Bridger Common Stock issuable upon the exercise of the Public Warrants.

(9)	Represents the Base Scenario plus 9,400,000 shares of New Bridger Common Stock issuable upon the exercise of the Private Placement Warrants.

(10)

Represents the Base Scenario plus (i) 1,000,000 shares of New Bridger Common Stock issuable upon the exercise of the JCIC Warrants issuable pursuant to the repayment of the Promissory Note in the no redemption scenario, 25% redemption scenario, the 50% redemption scenario and the 75% redemption scenario or (ii) 100,000 shares of New Bridger Common Stock issuable pursuant to the repayment of the Promissory Note in the maximum redemption scenario.

(11)

Represents the Base Scenario plus (i) 11,259,197 shares of New Bridger Common Stock proposed to be reserved and issuable under the Omnibus Incentive Plan in the no redemption scenario, (ii) 10,396,697 shares of New Bridger Common Stock proposed to be reserved and issuable under the Omnibus Incentive Plan in the 25% redemption scenario, (iii) 9,534,197 shares of New Bridger Common Stock proposed to be reserved and issuable under the Omnibus Incentive Plan in the 50% redemption scenario, (iv) 8,554,841 shares of New Bridger Common Stock proposed to be reserved and issuable under the Omnibus Incentive Plan in the 75% redemption scenario or (v) 7,391,697 shares of New Bridger Common Stock proposed to be reserved and issuable under the Omnibus Incentive Plan in the maximum redemption scenario.

If a public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. We cannot predict the ultimate value of the JCIC Warrants following the consummation of the Business Combination, but assuming that 100% or 34,500,000 shares of JCIC Class A Ordinary Shares held by our public shareholders were redeemed, the 17,250,000 retained outstanding JCIC Public Warrants would have an aggregate value of $[●], based on a price per JCIC Public Warrant of $[●] on [●], 2022, the most recent practicable date prior to the date of this proxy statement/prospectus.

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming JCIC shareholders could experience in connection with the closing of the Business Combination across a range of varying redemption scenarios. In an effort to illustrate the extent of such dilution, the table below assumes (i) no additional issuance of Bridger equity, (ii) Series C Shareholders exercise their conversion rights at a conversion price of $11.00 per share 31 days after the Closing and (iii) the Closing occurs on November 30, 2022, (iv) the aggregate fees and expenses for legal counsel, accounting advisors, external

 

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auditors and financial advisors incurred by Blocker and certain of its affiliates, Bridger or its subsidiaries in connection with the Transactions are less than $6,500,000 and (v) the aggregate of fees and expenses for legal counsel, accounting advisors, external auditors and financial advisors incurred by JCIC in connection with the Transactions prior to Closing, but excluding any deferred underwriting fees, are less than $6,500,000. If the actual facts are different from these assumptions, the percentage ownership retained by the current JCIC shareholders in New Bridger will be different.

 

		Fully Diluted Share Ownership in New Bridger
		Pro Forma Combined (Assuming No Redemptions)								Pro Forma Combined (Assuming 25% Redemptions)								Pro Forma Combined (Assuming 50% Redemptions)								Pro Forma Combined (Assuming 75% Redemptions)								Pro Forma Combined (Assuming Maximum Redemptions)
		Number of Shares				% Ownership				Number of Shares				% Ownership				Number of Shares				% Ownership				Number of Shares				% Ownership				Number of Shares				% Ownership
Founder and Bridger Management(1)			29,800,105				19.6	%			29,800,105				21.0	%			29,800,105				22.5	%			29,800,105				24.4	%			29,800,105				27.6	%
BTO Stockholders(1)			9,736,666				6.4	%			9,736,666				6.8	%			9,736,666				7.3	%			9,736,666				8.0	%			9,736,666				9.0	%
Series C Shareholders(2)			30,103,074				19.8	%			30,103,074				21.2	%			30,103,074				22.7	%			30,103,074				24.7	%			30,103,074				27.8	%
Public Shareholders			34,500,000				22.7	%			25,875,000				18.2	%			17,250,000				13.0	%			8,625,000				7.1	%			—				0.0	%
Sponsor(3)			8,550,000				5.6	%			8,550,000				6.0	%			8,550,000				6.4	%			7,419,874				6.1	%			4,275,000				4.0	%
Independent directors of JCIC			75,000				0.1	%			75,000				0.1	%			75,000				0.1	%			75,000				0.1	%			75,000				0.1	%
New Award Grants(4)			11,259,197				7.5	%			10,396,697				7.3	%			9,534,197				7.1	%			8,558,685				7.0	%			7,391,697				6.7	%
Convertible Promissory Note(5)			1,000,000				0.7	%			1,000,000				0.7	%			1,000,000				0.8	%			1,000,000				0.8	%			100,000				0.1	%
Public Warrants			17,250,000				11.4	%			17,250,000				12.1	%			17,250,000				13.0	%			17,250,000				14.1	%			17,250,000				16.0	%
Private Placement Warrants			9,400,000				6.2	%			9,400,000				6.6	%			9,400,000				7.1	%			9,400,000				7.7	%			9,400,000				8.7	%
Total			151,674,042				100.0	%			142,186,542				100.0	%			132,699,042				100.0	%			121,968,404				100.0	%			108,131,542				100.0	%

 

(1)	Represents shares of New Bridger Common Stock to be issued at the Closing to the Existing Bridger Equityholders based on the Per Share Common Stock Consideration.

(2)

The 315,789 shares of New Bridger Series A Preferred Stock issued in exchange of Bridger Series C Preferred Shares are convertible at the election of the Series C Shareholders to New Bridger Common Stock based on the Series A Preferred Stated Value and the conversion price of: (i) for conversion within thirty (30) days after the Closing, $9.00 per share of New Bridger Common Stock and (ii) for conversion after thirty (30) days after the Closing, $11.00 per share of New Bridger Common Stock.

(3)

Of the shares owned by the Sponsor that remain outstanding immediately after the Closing, 20% will be Sponsor Earnout Shares. The Sponsor Earnout Shares will be restricted from transfer (subject to certain exceptions), subject to the occurrence (or deemed occurrence) of the applicable Sponsor Triggering Event during the Earnout Period. Any such securities not released from these transfer restrictions during the Earnout Period will be forfeited back to New Bridger for no consideration. The 4,275,000 shares owned by the Sponsor under the maximum redemptions scenario represent the Available Sponsor Shares and are inclusive of shares subject to forfeitures based on transaction costs incurred by JCIC as of the Closing, but do not include the 100,000 shares issuable upon conversion of the expected $1.0 million outstanding balance on the Promissory Note between JCIC and the Sponsor at the Closing. As of the date hereof, JCIC has drawn $800,000, and expects to draw an additional $200,000, under the Promissory Note in order to fund working capital through the consummation of the Business Combination.

(4)

Includes New Award Grants under the Omnibus Incentive Plan assumed to be granted and outstanding with shares of New Bridger Common Stock underlying such awards to be approximately 10% of the New Bridger Common Stock expected to be outstanding immediately after the Closing, after taking into account redemptions by JCIC’s public shareholders.

(5)

Includes (i) the 1,000,000 shares of New Bridger Common Stock underlying the JCIC Warrants issuable pursuant to the repayment of the Promissory Note in the “Assuming No Redemptions”, “Assuming 25% of Maximum Redemptions” the “Assuming 50% of Maximum Redemptions” and the “Assuming 75% of Maximum Redemptions” scenarios and (ii) the 100,000 shares of New Bridger Common Stock issuable pursuant to the repayment of the Promissory Note in the “Assuming Maximum Redemptions” scenario. Except in the “Maximum Redemptions” scenario, the balance of the Promissory Note may be repaid in cash in accordance with its terms, but this table assumes that the balance was converted into warrants at the discretion of the Sponsor.

 

The deferred underwriting commission owed as a result of the JCIC initial public offering, after taking into account the amount waived by J.P. Morgan Securities LLC upon its resignation, will be released to the underwriters only on completion of the Business Combination. The deferred underwriting commission is payable if a Business Combination is consummated without regard to the number of public shares redeemed by holders in connection with a Business Combination. The following table presents the deferred

 

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underwriting commission as a percentage of the cash left in the Trust Account following redemptions across a range of varying redemption scenarios.

 

		Assuming No Redemptions				Assuming 25% of Maximum Redemptions				Assuming 50% of Maximum Redemptions				Assuming 75% of Maximum Redemptions				Assuming Maximum Redemptions
Deferred underwriting commission		$	6,037,500			$	6,037,500			$	6,037,500			$	6,037,500			$	6,037,500
Deferred underwriting commission as a percentage of cash in Trust Account post-redemption			1.8	%			2.4	%			3.6	%			7.5	%			—	%

JCIC Warrants are not subject to redemption in connection with the Business Combination. As of [●], 2022, the most recent practicable date before the date of this proxy statement/prospectus, the closing trading price of the JCIC Warrants on Nasdaq, was [●]. The JCIC Warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of the JCIC initial public offering. The exercise price of JCIC Warrants is $11.50 per share. However, there is no guarantee that the JCIC Public Warrants will ever be in the money prior to their expiration and as such, the JCIC Warrants may expire worthless. Alternatively, following the Business Combination, New Bridger may be able to redeem unexpired New Bridger Warrants prior to their exercise at a time that is disadvantageous to a holder of the New Bridger Warrants, thereby making them worthless. For more information on risks relating to the JCIC Warrants, please see the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to the Business Combination and JCIC.”

 

Q:	When do you expect the Business Combination to be completed?

 

A:	The Business Combination is expected to be completed in the fourth quarter of 2022.

 

Q:	Do I have appraisal rights in connection with the proposed Business Combination and the Transactions?

 

A:

Neither JCIC’s shareholders nor JCIC’s warrant holders have appraisal rights in connection with the Business Combination or the Transactions under the Cayman Islands Companies Act. JCIC’s shareholders may be entitled to give notice to JCIC prior to the meeting that they wish to dissent to the Third Merger and to receive payment of fair market value for his or her JCIC shares if they follow the procedures set out in the Cayman Islands Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Cayman Islands Companies Act which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the Third Merger are listed on a national securities exchange. It is JCIC’s view that such fair market value would equal the amount which JCIC shareholders would obtain if they exercise their redemption rights as described herein.

 

Q:	What do I need to do now?

 

A:

JCIC urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder of JCIC. JCIC’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:	How do I vote?

 

A:

The extraordinary general meeting will be held at [●], Eastern Time, on [●], 2022, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153 and via live webcast at [●].com, where you will be able to listen to the meeting live and vote during the meeting. If you are a holder of record of JCIC Ordinary Shares on the record date for the extraordinary general meeting, you may vote at

 

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the extraordinary general meeting in person, via the virtual meeting platform or by submitting a proxy for the extraordinary general meeting, in any of the following ways, if available:

Vote by Mail: by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope. By signing the proxy card and returning it in the enclosed prepaid envelope to the specified address, you are authorizing the individuals named on the proxy card to vote your shares at the extraordinary general meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the extraordinary general meeting so that your shares will be voted if you are unable to attend the extraordinary general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your JCIC Ordinary Shares will be voted as recommended by the JCIC Board.

Vote by Internet: visit www. [●].com, 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time on [●], 2022 (have your proxy card in hand when you visit the website);

Vote by Phone: by calling toll-free (within the U.S. or Canada) [●] (have your proxy card in hand when you call); or

Vote at the extraordinary general meeting: you can attend the extraordinary general meeting in person or via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the extraordinary general meeting by visiting the website [●]. You will need your control number for access. Instructions on how to virtually attend and participate at the extraordinary general meeting are available at [●].

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee. In most cases you may vote by telephone or over the Internet as instructed.

 

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” A broker non-vote, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting.

 

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Q:	When and where will the extraordinary general meeting be held?

 

A:

The extraordinary general meeting will be held on [●], 2022 at [●], Eastern Time, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153. Cayman Islands law requires there be a physical location for the meeting. However, JCIC encourages its shareholders to attend via live webcast at [●].com. To participate in the virtual meeting, a JCIC shareholder of record will need the 16-digit control number included on their proxy card or instructions that accompanied their proxy materials, if applicable, or to obtain a proxy form from their broker, bank or other nominee. The extraordinary general meeting webcast will begin promptly at [●], Eastern Time. JCIC shareholders are encouraged to access the JCIC extraordinary general meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

 

Q:	Who is entitled to vote at the extraordinary general meeting?

 

A:

JCIC has fixed [●], 2022 as the record date for the extraordinary general meeting. If you were a shareholder of JCIC at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

 

Q:	How many votes do I have?

 

A:

JCIC shareholders are entitled to one vote at the extraordinary general meeting for each JCIC Ordinary Share held of record as of the Record date. As of the close of business on the record date for the extraordinary general meeting, there were 34,500,000 JCIC Class A Ordinary Shares issued and outstanding, and 8,625,000 JCIC Class B Ordinary Shares issued and outstanding.

 

Q:	What constitutes a quorum?

 

A:

A quorum of JCIC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold a majority of the issued and outstanding JCIC Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, [●] JCIC Ordinary Shares would be required to achieve a quorum.

 

Q:	What vote is required to approve each proposal at the extraordinary general meeting?

 

A:	The following votes are required for each proposal at the extraordinary general meeting:

 

(i)

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the JCIC Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

(ii)

Merger Proposal: The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the JCIC Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

(iii)

Share Capital Proposal: The approval of the Share Capital Proposal may be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the JCIC Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

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(iv)

Organizational Documents Proposal: The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the JCIC Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

(v)

Non-Binding Governance Proposals: The Non-Binding Governance Proposals are constituted of non-binding advisory proposals, and may be approved by ordinary resolution, being the affirmative vote of the holders of a majority of the JCIC Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

(vi)

Incentive Plan Proposal: The approval of the Incentive Plan Proposal may be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the JCIC Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

(vii)

ESPP Proposal: The approval of the ESPP Proposal may be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the JCIC Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

(viii)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the JCIC Ordinary Shares represented in person, virtually or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

Q:	What are the recommendations of the JCIC Board?

 

A:

The JCIC Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of JCIC’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Organizational Documents Proposal, and “FOR” all of the other proposals. The existence of financial and personal interests of one or more of JCIC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of JCIC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, JCIC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of JCIC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:	How does the Sponsor intend to vote its shares?

 

A:

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the founder shares and any public shares purchased during or after JCIC’s initial public offering in favor of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor Persons own 20% of the issued and outstanding JCIC Ordinary Shares.

The Sponsor and JCIC’s directors, officers, advisors or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. If the Sponsor or its affiliates engage in such transactions prior to the completion of the Business Combination, the purchase will be at a price no higher than the price offered through the redemption process. Any such securities purchased by the Sponsor or its affiliates, or any other third party that would vote at the direction of the Sponsor or its affiliates will not be voted in favor of approving the Business Combination. However, they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions.

 

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None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of JCIC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or JCIC’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. In order to induce the underwriters to execute the underwriting agreement entered into in connection with the IPO, the Sponsor and each of the officers and directors of JCIC entered into agreements with JCIC, pursuant to which each of them agreed to waive their redemption rights with respect to their founder shares and public shares and to vote in favor of the Business Combination. These agreements were reaffirmed in the Sponsor Agreement.

The purpose of such purchases would be to (i) ensure that such shares would not be redeemed in connection with the initial business combination or (ii) ensure that JCIC’s net tangible assets are at least $5,000,001, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of JCIC Class A Ordinary Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor and JCIC’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or JCIC’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of JCIC Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or JCIC’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination Proposal but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and JCIC’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

To the extent that the Sponsor or JCIC’s officers, directors, advisors or their affiliates enter into any such private purchase, prior to the extraordinary general meeting JCIC will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which JCIC has received redemption requests pursuant to its shareholders’ redemption rights in connection with the Business Combination.

Any purchases by the Sponsor or JCIC’s officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and JCIC’s officers, directors and/or their affiliates will not make purchases of JCIC Class A Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

The existence of financial and personal interests of one or more of JCIC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of

 

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JCIC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, JCIC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Shareholder Proposal No. 1 — The Business Combination Proposal — Interests of JCIC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:	What happens if I sell my JCIC Ordinary Shares before the extraordinary general meeting?

 

A:

The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

 

Q:	May I change my vote after I have delivered my signed proxy card or voting instruction card?

 

A:	Yes. If you are a shareholder of record of JCIC Ordinary Shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

Submit a new proxy card bearing a later date; or

 

•

Vote in person or electronically at the extraordinary general meeting by visiting www.[●].com and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the extraordinary general meeting will not alone serve to revoke your proxy.

 

Q:	What happens if I fail to take any action with respect to the extraordinary general meeting?

 

A:

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of New Bridger. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination Proposal and the other Condition Precedent Proposals are not approved, you will remain a shareholder or warrant holder of JCIC. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be eligible to elect to redeem your public shares in connection with the Business Combination.

 

Q:	What happens if I attend the extraordinary general meeting and abstain or do not vote?

 

A:	For purposes of the JCIC extraordinary general meeting, an abstention occurs when a shareholder is present at the JCIC extraordinary general meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a JCIC shareholder that attends the JCIC extraordinary general meeting in person or virtually and fails to vote on the Business Combination Proposal, the Merger Proposal, the Share Capital Proposal, the Organizational Documents Proposal, the Non-Binding Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal, or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or your “abstain” vote, in each case, will have no effect on the vote count for such proposals.

 

Q:	What should I do with my JCIC share certificates, warrant certificates or unit certificates?

 

A:	JCIC shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, JCIC’s transfer agent, prior to the extraordinary general meeting.

 

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Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [●] p.m., Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of JCIC Warrants should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their public shares.

Upon the consummation of the Transactions, holders of JCIC Units, JCIC Class A Ordinary Shares, JCIC Class B Ordinary Shares and JCIC Warrants will receive shares of New Bridger Common Stock and New Bridger Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, JCIC Class A Ordinary Shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), JCIC Class B Ordinary Shares or JCIC Warrants.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

JCIC shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your JCIC Ordinary Shares.

 

Q:	Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

 

A:

JCIC will pay the cost of soliciting proxies for the extraordinary general meeting. JCIC has engaged [●] (“[●]”) to assist in the solicitation of proxies for the extraordinary general meeting. JCIC has agreed to pay [●] a fee of $[●], plus disbursements (to be paid with non-Trust Account funds). JCIC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of JCIC Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of JCIC Class A Ordinary Shares and in obtaining voting instructions from those owners. JCIC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:	Where can I find the voting results of the extraordinary general meeting?

 

A:	The preliminary voting results will be expected to be announced at the extraordinary general meeting. JCIC will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

 

Q:	Who can help answer my questions?

 

A:	If you have questions about the Business Combination or the Transactions or if you need additional copies of this prospectus, any document incorporated by reference in this prospectus or the enclosed proxy card, you should contact:

[                ]

You also may obtain additional information about JCIC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either

 

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physically or electronically) to Continental, JCIC’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [●] p.m., Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor

New York, NY 10004

Attention: Mark Zimkind

E-Mail: mzimkind@continentalstock.com

 

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