the historical unaudited condensed consolidated financial statements of JCIC as of and for the nine months ended September 30, 2022 and the historical audited financial statements of JCIC for the year ended December 31, 2021;

the historical unaudited condensed consolidated financial statements of Legacy Bridger as of and for the nine months ended September 30, 2022 and the historical audited consolidated financial statements of Bridger for the year ended December 31, 2021; and

other information relating to JCIC and Legacy Bridger included in the Report.

the surrender and exchange of all 606,061 Legacy Bridger incentive units into 583,308 shares of Common Stock at a deemed value of $10.00 per share as adjusted by the Per Share Common Stock Consideration;

the direct or indirect surrender and exchange of the remaining 40,000,000 issued and outstanding shares of Legacy Bridger Common Shares (excluding Legacy Bridger incentive units) into 38,498,436 shares of Common Stock at a deemed value of $10.00 per share as adjusted by the Per Share Common Stock Consideration; and

the surrender and exchange of all 315,789.473684 issued and outstanding shares of Legacy Bridger Series C Preferred Shares into 315,789.473684 shares of Series A Preferred Stock.

the filing and effectiveness of the Amended and Restated Charter and the effectiveness of the Amended and Restated Bylaws, each of which occurred immediately prior to the Effective Time and the Closing;

the adoption and assumption of the Omnibus Incentive Plan and any grants or awards issued thereunder and adoption of the ESPP upon the Closing to grant equity awards to Bridger employees; and

during the Earnout Period following the Closing, JCIC Sponsor subjected 20% of JCIC Sponsor’s issued and outstanding Common Stock (Sponsor Earnout Shares), comprised of two separate tranches of 50% of the Sponsor Earnout Shares per tranche, to potential forfeiture to Bridger for no consideration until the occurrence (or deemed occurrence) of the respective Sponsor Triggering Events. As the Sponsor Triggering Event has not yet been achieved, these issued and outstanding Sponsor Earnout Shares are treated as contingently recallable in the pro forma condensed combined financial information.

the redemptions and cancellations in April 2022 of all 60,000,000 issued and outstanding Legacy Bridger Series B Preferred Shares in exchange of $70.0 million payment to the holders of Legacy Bridger Series B Preferred Shares from the proceeds of the issuance of the Legacy Bridger Series C Preferred Shares;

the issuance of Series 2022 Bonds in August 2022 in exchange for net proceeds of $155.8 million used for the redemption of Series 2021 Bond at a redemption price equal to 103% of the principal amount with the payment of accrued interest totaling $7.7 million and the full redemptions of the Legacy Bridger Series A Preferred Shares; and

the redemptions and cancellations in April and August 2022 of all 10,500,000 issued and outstanding Legacy Bridger Series A Preferred Shares in exchange of $236.3 million payment to the holders of Legacy Bridger Series A Preferred Shares from the proceeds of the issuance of the Legacy Bridger Series C Preferred Shares and Series 2022 Bonds.

Legacy Bridger Equityholders have a relative majority of the voting power of Bridger;

Legacy Bridger was significantly larger than JCIC by total assets and total cash and cash equivalents as of the Closing;

The Board has nine (9) members, and representatives or designees of the Legacy Bridger Equityholders comprise the majority of the members of the Board;

Legacy Bridger’s senior management comprise the senior management roles and be responsible for the day-to-day operations of Bridger;

Bridger will assume Legacy Bridger’s name of business;

The strategy and operations of Bridger continue Legacy Bridger’s former strategy and operations; and

The Business Combination created an operating public company, with management continuing to use Legacy Bridger operations to grow the business.

Founder and Bridger Management⁽¹⁾

BTO Stockholders⁽¹⁾

Series C Shareholders⁽²⁾

Public Shareholders

Sponsor⁽³⁾

Independent directors of JCIC

New Award Grants⁽⁴⁾

Public Warrants

Private Placement Warrants

Total

Represents shares of Common Stock to be issued at the Closing to the Legacy Bridger Equityholders.

The 315,789.473684 shares of Series A Preferred Stock issued in exchange of Legacy Bridger Series C Preferred Shares are convertible at the election of the holders of Series A Preferred Stock to Common Stock based on the Series A Preferred Stated Value and the conversion price of: (i) for conversion before February 23, 2023 (within thirty (30) days after the Closing), $9.00 per share of Common Stock and (ii) for conversion after February 23, 2023 (thirty (30) days after the Closing), $11.00 per share of Common Stock.

855,000 shares held by the Sponsor are subject to forfeiture if the applicable Triggering Event (as defined in the Proxy Statement/Prospectus) does not occur during the Earnout Period. The 2,528,189 shares owned by the Sponsor are (i) inclusive of the 115,000 shares of Common Stock issuable upon conversion of the $1.2 million previously outstanding balance on the Promissory Note between JCIC and the Sponsor at the Closing and (ii) after taking into account forfeitures of 4,306,811 shares owned by the Sponsor as a result of the amount in the Trust Account after effecting the JCIC Shareholder Redemption being less than $20.0 million, per the JCIC Sponsor Agreement, and donations to charitable organizations of 1,830,000 JCIC Class B Ordinary Shares prior to the Closing.

Includes grants under the Omnibus Incentive Plan granted prior to the Closing.

Assets

Current assets

Cash and cash equivalents

Accounts receivable

Restricted cash

Aircraft support parts

Prepaid expenses and other current assets

Deferred offering costs

Total current assets

Investments held in Trust Account

Property, plant and equipment, net

Intangible assets, net

Goodwill

Other noncurrent assets

Total assets

Liabilities, Mezzanine Equity and Stockholders’ (Deficit) Equity

Current liabilities

Accounts payable

Accrued expenses and other current liabilities

Current portion of long-term debt

Convertible Note-related party

Total current liabilities

Warrant liabilities

Deferred underwriting fee payable

Operating right-of-use noncurrent liability

Long-term debt, net of debt issuance costs

Long-term accrued expenses and other noncurrent liabilities

Total liabilities

JCIC Class A Ordinary Shares subject to possible redemption

Legacy Bridger Series C Preferred Shares

Series A Preferred Stock

Stockholders’ (deficit) equity

Common Stock

JCIC Class B Ordinary Shares

Accumulated other comprehensive income

Accumulated deficit

Additional paid-in capital

Total stockholders’ (deficit) equity

Total liabilities, mezzanine equity and stockholders’ (deficit) equity

Revenue

Cost of revenues:

Flight operations

Maintenance

Total cost of revenues

Gross profit

Operating and formation costs

General and administrative

Business development

Operating loss

Interest expense

Other (expense) income

Change in fair value of warrant liabilities

Change in fair value of Convertible Note—related party

Interest earned on investments held in Trust Account

Net income (loss)

Net income attributable to JCIC Class A Ordinary Shares subject to possible redemption per share – basic and diluted

Weighted average shares outstanding of JCIC Class A Ordinary Shares subject to possible redemption – basic and diluted

Net income attributable to JCIC Class B Ordinary Shares – basic and diluted

Weighted average shares outstanding of JCIC Class B Ordinary Shares – basic and diluted

Net loss attributable to common shareholders—basic and diluted

Net loss per share attributable to common shareholders—basic and diluted

Weighted average shares outstanding—basic and diluted

Net loss per share attributable to common stockholders—basic and diluted

Weighted average shares of common stock outstanding—basic and diluted

Revenue

Cost of revenues:

Flight operations

Maintenance

Total cost of revenues

Gross profit

Operating and formation costs

General and administrative

Business development

Operating (loss) income

Interest expense

Other (expense) income

Change in fair value of warrant liabilities

Loss on initial issuance of Private Placement Warrants

Transaction costs associated with sale of warrants in IPO

Interest earned on investments held in Trust Account

Net income (loss)

Net income attributable to JCIC Class A Ordinary Shares subject to possible redemption per share – basic and diluted

Weighted average shares of JCIC Class A Ordinary Shares subject to possible redemption – basic and diluted

Net income attributable to JCIC Class B Ordinary Shares – basic

Weighted average shares outstanding of JCIC Class B Ordinary Shares – basic

Net income attributable to JCIC Class B Ordinary Shares – diluted

Weighted average shares outstanding of JCIC Class B Ordinary Shares – diluted

Net loss attributable to common shareholders—basic and diluted

Net loss per share attributable to common shareholders—basic and diluted

Weighted average shares outstanding—basic and diluted

Net loss per share attributable to common stockholders—basic and diluted

Weighted average shares of common stock outstanding—basic and diluted

the historical unaudited condensed consolidated financial statements of JCIC as of and for the nine months ended September 30, 2022;

the historical audited financial statements of JCIC for the year ended December 31, 2021;

the historical unaudited condensed financial statements of Legacy Bridger as of and for the nine months ended September 30, 2022;

the historical audited consolidated financial statements of Legacy Bridger for the year ended December 31, 2021; and

other information relating to JCIC and Legacy Bridger included in the Report.

Reflects the liquidation and reclassification of $2.6 million of investments held in the Trust Account to cash and cash equivalents, after taking account of public shareholder redemptions, that became available for general corporate use by Bridger and the reclassification of 254,357 shares of JCIC Class A Ordinary Shares after redemptions into permanent equity as shares of Common Stock on a one-to-one basis in connection with the Business Combination.

Reflects the cash disbursement for the estimated direct and incremental transaction costs of $23.4 million, including $3.5 million deferred underwriting fees related to the JCIC initial public offering after the waiver by J.P. Morgan Securities upon its resignation, the $7.0 million transaction costs paid by JCIC, of which $5.5 million has been accrued by JCIC as of September 30, 2022, the $7.8 million transaction costs incurred by Legacy Bridger, of which $4.7 million has been accrued and capitalized by Legacy Bridger as of September 30, 2022, and the $5.1 million transaction costs incurred by Bridger in connection with the Business Combination. The $1.5 million transaction costs to be accrued by JCIC and $0.2 million of the transaction costs to be accrued by Bridger in connection with the Business Combination were reflected as an adjustment to the unaudited pro forma condensed combined statements of operations to accumulated deficit as described in Note 2 (KK).

Reflects the settlement of the Promissory Note between JCIC and JCIC Sponsor at the Closing with a conversion to Common Stock at $10.00 per share.

Reflects the surrender and exchange of all 315,789.473684 issued and outstanding shares of Legacy Bridger Series C Preferred Shares into 315,789.473684 shares of Series A Preferred Stock and the issuance of 39,081,744 shares of Common Stock to the holders of Legacy Bridger Common Shares at the Closing pursuant to the Transaction Agreements to effect the reverse recapitalization. The carrying value of Series A Preferred Stock is based on its maximum redemption value upon the Closing, which does not include an amount calculated from the product of initial issue price multiplied by 0.50 historically included in the carrying value of Legacy Bridger Series C Preferred Shares. The Series A Preferred Stock contains a potential embedded derivative related to a clause which allows for an increase of 2% interest per annum to be accrued by the holders of Series A Preferred Stock in the event of a default under certain financing facilities, including noncompliance with certain financial covenants, during the period from the occurrence of such default until such default is cured or remediated. The fair value of the embedded derivative, if significant, will be recognized as a liability in the consolidated balance sheets with a corresponding expense recorded in the consolidated statements of operations when initially recorded and remeasured to fair value at each balance sheet date in future reporting periods with changes in fair value recorded in the consolidated statements of operations. The Company is refining its fair value estimates of the embedded derivative for the Closing.

Reflects the conversion of 4,318,189 shares of JCIC Class B Ordinary Shares into shares of Common Stock on a one-to-one basis, including donations to charitable organizations of 1,830,000 JCIC Class B Ordinary Shares, after taking into account forfeitures of 4,306,811 shares owned by the Sponsor upon redemptions by JCIC’s public shareholders at the Closing.

Reflects the estimated stock-based compensation expense associated with the vesting of the New Award Grants granted to executives and senior management of Bridger with service and performance vesting conditions. Upon the Closing, the performance vesting condition was deemed to be satisfied and 2,400,355 shares of New Award Grants became fully vested.

Reflects the elimination of JCIC’s historical accumulated deficit after recording the transaction costs incurred by JCIC as described in Note 2 (KK) below with a corresponding adjustment to additional paid-in capital (“APIC”) of Bridger in connection with the reverse recapitalization at the Closing.

Reflects the elimination of interest expense historically recorded related to the redemptions of the Legacy Bridger Series B Preferred Shares.

Reflects the interest expense of $13.6 million and amortization of debt issuance fees of $0.5 million related to the issuance of the Series 2022 Bonds.

Reflects the elimination of interest expense and debt issuance costs historically recorded related to the extinguishment of the Series 2021 Bond.

Reflects the elimination of interest expense historically recorded related to the redemptions of Legacy Series A Preferred Shares.

Reflects the directors and officers insurance expenses of Bridger prepaid by JCIC.

Reflects the estimated stock-based compensation expense associated with the vesting of the New Award Grants granted to executives and senior management of Bridger with service and performance vesting conditions as the performance condition was deemed to be satisfied.

Reflects the elimination of investment income related to investments held in the Trust Account.

Reflects the elimination of interest expense historically recorded related to the redemptions of Legacy Bridger Series B Preferred Shares.

Reflects the interest expense of $18.4 million and amortization of debt issuance fees of $0.7 million related to the issuance of the Series 2022 Bonds.

Reflects the elimination of interest expense and debt issuance costs historically recorded and the loss related to the extinguishment of the Series 2021 Bond.

Reflects the direct and incremental transaction costs incurred prior to, or concurrent with the Closing by Bridger allocable to the JCIC Warrants, which are liability classified instruments measured at fair value, and transaction costs incurred prior to, or concurrent with the Closing by JCIC and Bridger in connection with the Business Combination.

Reflects the estimated stock-based compensation expense associated with the vesting of the New Award Grants granted to executives and senior management of Bridger with service and performance vesting conditions as the performance condition was deemed to be satisfied.

Reflects the elimination of investment income related to investments held in the Trust Account.

Numerator:

Net loss

Series A Preferred Stock—adjustment to maximum redemptions value⁽¹⁾

Series A Preferred Stock—adjustment for deemed dividend upon Closing⁽²⁾

Net loss attributable to common stockholders – basic and diluted

Denominator:

Founder and Bridger Management

BTO Stockholders

Public Shareholders

Sponsor and independent directors of JCIC

Weighted average shares outstanding – basic and diluted

Net loss per share attributable to common stockholders – basic and diluted

Following the Closing, the maximum redemptions value of Series A Preferred Stock does not include an amount calculated from the product of initial issue price multiplied by 0.50 historically included in the maximum redemptions value of Legacy Bridger Series C Preferred Shares.

The Closing triggers a down round conversion feature embedded in the Series A Preferred Stock. The Company expects to recognize the effect of the down round conversion feature as a deemed dividend, increasing the loss available to common stockholders in the computation of net loss per share. The deemed dividend adjustment to the pro forma net loss per share is estimated based on preliminary fair values of the Series A Preferred Stock on an as-converted basis assuming maximum redemptions value at the maturity date of April 25, 2032 at the initial conversion price of $12.929104 per share before the Closing (pursuant to the terms of the Legacy Bridger Series C Preferred Shares) and the conversion price of $11.00 per share 31 days after the Closing (pursuant to the terms of the Series A Preferred Stock). The Company is refining the estimated fair values of the Series A Preferred Stock based on current information available upon the Closing.

Series A Preferred Stock—If converted ⁽¹⁾

New Award Grants

Public Warrants

Private Placement Warrants

Assumes conversion of Series A Preferred Stock at a conversion price of $11.00 per share at 31 days after the Closing.