Item 1.01 Entry Into a Material Agreement
As previously disclosed, on August 3, 2022, Jack Creek Investment Corp., a
Cayman Islands exempted company ("Jack Creek"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"), by and among Jack Creek, Wildfire New
PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of Jack
Creek ("New PubCo"), Wildfire Merger Sub I, Inc., a Delaware corporation and
direct, wholly owned subsidiary of New PubCo ("Wildfire Merger Sub I"), Wildfire
Merger Sub II, Inc., a Delaware corporation and direct, wholly owned subsidiary
of New PubCo ("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 PubCo ("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 "Company" or "Bridger Aerospace")
pursuant to which New PubCo would acquire each of Jack Creek and the Company
(the "Business Combination").
Waivers under Sponsor Agreement and Securities Subscription Agreement
On January 23, 2023, Jack Creek waived certain requirements pursuant to (i) that
certain Letter Agreement (the "Sponsor Agreement"), dated as of January 26,
2021, by and between Jack Creek and JCIC Sponsor LLC, a Cayman Islands exempted
limited partnership (the "Sponsor") and (ii) that certain Securities
Subscription Agreement (the "Securities Subscription Agreement"), dated as of
August 24, 2020, by and between Jack Creek and the Sponsor, to facilitate the
ability of the Sponsor to transfer an aggregate of 1,700,000 Class B ordinary
shares of Jack Creek (the "Sponsor Shares") to certain charitable organizations
prior to the Business Combination (the "Charitable Transfer"), and to allow such
Sponsor Shares to be released from any contractual transfer restrictions upon
transfer to the charitable organizations. The Charitable Transfer has been
approved by the board of directors of Jack Creek and is expected to be completed
on January 23, 2023.
Item 8.01 Other Events
Subsequent to the date of the proxy statement filed on December 20, 2022 by Jack
Creek in connection with the extraordinary general meeting of shareholders
relating to approval of the Business Combination and other matters, Mr. Todd
Hirsch and New PubCo agreed that Mr. Hirsch would not serve on the audit
committee of New PubCo after the consummation of the Business Combination. In
light of the foregoing, Mr. Jeffrey Kelter has agreed with New PubCo to serve on
its audit committee. It is anticipated that the board of directors of New
Bridger will determine that Mr. Kelter meets the independence requirements of
the Sarbanes-Oxley Act, as amended, Rule 10A-3 under the Securities Exchange Act
of 1934, as amended, and the applicable listing standards of Nasdaq. Mr. Kelter
can read and understand fundamental financial statements in accordance with
Nasdaq audit committee requirements. In making this determination, the board of
directors of New Bridger will examine Mr. Kelter's scope of experience and the
nature of his prior and current employment. Therefore the audit committee of New
PubCo will initially be composed of Ms. Debra Coleman, Mr. Kelter, and
Mr. Robert Savage.
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No Offer or Solicitation
This Current Report does not constitute an offer to sell, or a solicitation of
an offer to buy, or a recommendation to purchase, any securities in any
jurisdiction, or the solicitation of any vote, consent or approval in any
jurisdiction in connection with the Potential Business Combination, nor shall
there be any sale, issuance or transfer of any securities in any jurisdiction
where, or to any person to whom, such offer, solicitation or sale may be
unlawful under the laws of such jurisdiction. This Current Report does not
constitute either advice or a recommendation regarding any securities. No
offering of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended, or an exemption
therefrom.
Forward Looking Statements
Certain statements included in this Current Report 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,"
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"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 Potential Business Combination and anticipated closing timing;
(2) the sources and uses of cash of the Potential Business Combination; (3) the
anticipated capitalization and enterprise value of the combined company
following the consummation of the Potential 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 Current Report, and on
the current expectations of Jack Creek's and Bridger Aerospace'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
Bridger Aerospace. 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 Potential 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 Potential
Business Combination is not obtained; failure to realize the anticipated
benefits of the Potential Business Combination; risks relating to the
uncertainty of the projected financial information with respect to Bridger
Aerospace; Bridger Aerospace's ability to successfully and timely develop, sell
and expand its technology and products, and otherwise implement its growth
strategy; risks relating to Bridger Aerospace'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 Aerospace and its employees; risks related to
increased competition; risks relating to potential disruption of current plans,
operations and infrastructure of Bridger Aerospace as a result of the
announcement and consummation of the Potential Business Combination; risks that
Bridger Aerospace is unable to secure or protect its intellectual property;
risks that the post-business 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 Jack Creek'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 sections entitled
"Risk Factors" and "Special Note Regarding Forward-Looking Statements" in Jack
Creek's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022,
Jack Creek's Annual Report on Form 10-K for the year ended December 31, 2021,
and in those documents that Jack Creek or New PubCo has filed, or will file,
with the Securities and Exchange Commission (the "SEC"). 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 Jack Creek nor Bridger Aerospace presently know or that Jack
Creek and Bridger Aerospace 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 Jack Creek's and
Bridger Aerospace's expectations, plans or forecasts of future events and views
as of the date of this Current Report. Jack Creek and Bridger Aerospace
anticipate that subsequent events and developments will cause Jack Creek's and
Bridger Aerospace's assessments to change. However, while Jack Creek and Bridger
Aerospace may elect to update these forward-looking statements at some point in
the future, Jack Creek and Bridger Aerospace specifically disclaim any
obligation to do so. These forward-looking statements should not be relied upon
as representing Jack Creek's and Bridger Aerospace's assessments as of any date
subsequent to the date of this Current Report. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Important Information for Investors and Stockholders
The Potential Business Combination will be submitted to shareholders of Jack
Creek for their consideration and approval at a special meeting of shareholders.
Jack Creek and Bridger Aerospace prepared the registration statement on Form S-4
for New PubCo (the "Registration Statement") that was declared effective by the
SEC on December 16, 2022, which includes the Definitive Proxy Statement which
was distributed to Jack Creek's shareholders in connection with Jack Creek's
solicitation for proxies for the vote by Jack Creek's shareholders in
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connection with the Potential Business Combination and other matters as
described in the Registration Statement, as well as the prospectus relating to
the offer of the securities to be issued to Jack Creek's shareholders and
certain of Bridger Aerospace's equityholders in connection with the completion
of the Potential Business Combination. Jack Creek has mailed the Definitive
Proxy Statement and other relevant documents to its shareholders as of the
Record Date. Jack Creek's shareholders and other interested persons are advised
to read the Definitive Proxy Statement in connection with Jack Creek's
solicitation of proxies for its special meeting of shareholders to be held to
approve, among other things, the Potential Business Combination, because these
documents contain important information about Jack Creek, Bridger Aerospace and
the Potential Business Combination. Shareholders may also obtain a copy of the
Definitive Proxy Statement as well as other documents filed with the SEC
regarding the Potential Business Combination and other documents filed with the
SEC by Jack Creek, without charge, at the SEC's website located at
https://www.sec.gov. Copies of these filings may be obtained free of charge on
Jack Creek's "Investor Relations" website at
https://www.jackcreekinvestmentcorp.com or by directing a request to KSH Capital
LP, Attention: Lauren Ores, 386 Park Avenue South, Floor 20, New York, NY 10016.
Participants in the Solicitation
Jack Creek and Bridger Aerospace and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Jack Creek's shareholders in connection with the Potential
Business Combination. Investors and security holders may obtain more detailed
information regarding Jack Creek's directors and executive officers in Jack
Creek's filings with the SEC, including Jack Creek's Annual Report on Form 10-K
filed with the SEC on March 21, 2022. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to Jack
Creek's shareholders in connection with the Potential Business Combination,
including a description of their direct and indirect interests, which may, in
some cases, be different than those of Jack Creek's shareholders generally, is
set forth in the Registration Statement. Shareholders, potential investors and
other interested persons should read the Registration Statement carefully before
making any voting or investment decisions.
This Current Report is not a substitute for the Registration Statement or for
any other document that Jack Creek or New PubCo has filed and may file with the
SEC in connection with the Potential Business Combination. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain free copies of other documents filed with the
SEC by Jack Creek and New PubCo through the website maintained by the SEC at
https://www.sec.gov.
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