UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the extraordinary general meeting (the “Meeting”) of Jack Creek Investment Corp. ( “JCIC”), holders of an aggregate of 24,360,423 Class A ordinary shares of JCIC, par value $0.0001 per share (the “JCIC Class A Ordinary Shares”), and 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “JCIC Class B Ordinary Shares,” and together with the JCIC Class A Ordinary Shares, the “ordinary shares”), which represents approximately 76.5% of the ordinary shares outstanding and entitled to vote as of the record date for the Meeting of November 30, 2022, were represented in person, virtually or by proxy, constituting a quorum for the transaction of business.
At the Meeting, the following proposals (each of which is described in more detail in the definitive merger proxy statement/prospectus filed by the Company with the SEC on December 20, 2022 (the “Proxy Statement/Prospectus”) were submitted to and approved by JCIC’s shareholders:
| 1. | Proposal No. 1 – The Business Combination Proposal – a proposal to approve, by ordinary resolution, (a) the proposed business combination described in the Proxy Statement/Prospectus (the “Business Combination”) between JCIC and Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company (“Bridger”), (b) 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 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”), BTOF (Grannus Feeder) – NQ L.P., a Delaware limited partnership (“Blocker”), and Bridger, and the transactions contemplated by the Merger Agreement (the “Transactions”), pursuant to which, subject to the terms and conditions set forth therein, at the closing of the Transactions, among other things, (i) Wildfire Merger Sub I will merge with and into Blocker, and Wildfire GP Sub IV will become general partner of the surviving entity (the “First Merger”), with Blocker as the surviving entity of the First Merger, (ii) Wildfire Merger Sub II will merge with and into JCIC (the “Second Merger”), with JCIC as the surviving company of the Second Merger 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, Purchaser, and the Company shall be a subsidiary of New Bridger, (c) the Plan of Merger (as defined in the Merger Agreement) and (d) the Transactions and related agreements described in the Proxy Statement/Prospectus: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,462,068 | 1,523,305 | 50 | 0 |
Proposal No. 1 was approved, having received the affirmative vote of the holders of at least a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
| 2. | Proposal No. 2 – The Merger Proposal – a proposal to approve, by special resolution, that (1) JCIC be authorized to merge with Wildfire Merger Sub II (the “Second Merger”) so that JCIC be the surviving company (in accordance with the terms and subject to the conditions of the Merger Agreement and Plan of Merger relating to the Second Merger) and all the undertaking, property and liabilities of Wildfire Merger Sub II shall vest in JCIC by virtue of the Second Merger pursuant to the provisions of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”); (2) the Merger Agreement and Plan of Merger in the form annexed hereto and approved by resolution of the Directors of JCIC on August 1, 2022 and December 11, 2022, respectively, and submitted to the members of JCIC for their approval (the “Plan of Merger”), be approved, ratified and confirmed in all respects; (3) JCIC be authorized to enter into the Plan of Merger; (4) there being no holders of any outstanding security interest granted by JCIC immediately prior to the Effective Date (as defined in the Plan of Merger), the Plan of Merger be executed by any one director on behalf of JCIC and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; (5) as at the Effective Date (as defined in the Plan of Merger), the Memorandum and Articles of Association of JCIC will be in the form attached to the Plan of Merger; and (6) all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any Director or officer of JCIC in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,462,067 | 1,523,306 | 50 | 0 |
Proposal No. 2 was approved, having received the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
| 3. | Proposal No. 3 – The Share Capital Proposal – a proposal to approve, by ordinary resolution, the alteration of the authorized share capital of JCIC from US$55,100 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B Ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each to US$50,000 shares with a par value of $1.00 each: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,462,028 | 1,523,305 | 90 | 0 |
Proposal No. 3 was approved, having received the affirmative vote of the holders of at least a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
| 4. | Proposal No. 4 – The Organizational Documents Proposal – a proposal to approve and adopt, by special resolution, that the existing Amended and Restated Memorandum and Articles of Association currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed amendment and restatement of JCIC’s Amended and Restated Memorandum and Articles of Association (a copy of which is attached to the Proxy Statement/Prospectus as Annex E) and that the name of JCIC be changed from Jack Creek Investment Corp. to Bridger Merger Corp: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,438,042 | 1,523,306 | 24,075 | 0 |
Proposal No. 4 was approved, having received the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
| 5. | Proposal No. 5 – The Non-Binding Governance Proposals – a proposal to approve, by ordinary resolution and on a non-binding advisory basis, certain material differences between JCIC’s existing Amended and Restated Memorandum and Articles of Association and the proposed amended and restated certificate of incorporation of New Bridger (the “New Bridger Certificate of Incorporation”) and the proposed bylaws of New Bridger (the “Proposed Bylaws”), presented separately in accordance with the United States Securities and Exchange Commission requirements. A copy of the Cayman Constitutional Documents is attached to the Proxy Statement/Prospectus as Annex E. A copy of the New Bridger Certificate of Incorporation is attached to the Proxy Statement/Prospectus as Annex G. |
5a. Change the Authorized Capital Stock – a proposal to approve and adopt provisions in the New Bridger Certificate of Incorporation to authorize 1,000,000,000 shares of New Bridger common stock and 10,000,000 shares of New Bridger preferred stock, par value $0.0001 per share, compared to the currently authorized capital stock of JCIC of 500,000,000 JCIC Class A ordinary shares, 50,000,000 JCIC Class B ordinary shares and 1,000,000 preference shares, par value $0.0001 per share:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 30,660,848 | 1,823,826 | 500,749 | 0 |
5b. Change the Stockholder Vote Required to Amend the Bylaws – a proposal to approve and adopt provisions in the Proposed Bylaws to require the affirmative vote of holders of at least 66 2/3%of the voting power of all then-outstanding New Bridger capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, alter or repeal the Proposed Bylaws:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 26,754,234 | 5,692,286 | 538,903 | 0 |
5c. No Right to Call Special Meetings – a proposal to approve and adopt provisions in the Proposed Bylaws to stipulate that, unless required by law, special meetings of stockholders may only be called by (i) the board of New Bridger (the “New Bridger Board”), (ii) the Chairperson of the New Bridger Board, or (iii) New Bridger’s Chief Executive Officer:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,145,535 | 5,300,945 | 538,943 | 0 |
5d. Action by Written Consent of the Stockholders – a proposal to approve and adopt provisions in the New Bridger Certificate of Incorporation to provide that any action required or permitted to be taken by the New Bridger stockholders may be effected at a duly called annual or special meeting of such stockholders, and may not be taken by written consent:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,145,676 | 5,300,844 | 538,903 | 0 |
5e. Appointment and Removal of Directors – a proposal to approve and adopt provisions in the Proposed Bylaws such that (i) subject to the rights of the holders of any series of preferred stock of New Bridger to elect directors under specified circumstances, election of directors at all meetings of the stockholders at which directors are to be elected shall be by a plurality of the votes cast at any meeting for the election of directors at which a quorum is present and (ii) subject to the rights of holders of any series of preferred stock with respect to the election of directors and to the rights of the BTO stockholders with respect to the removal of any BTO stockholder designee director, a director may be removed from office by the stockholders of New Bridger only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of New Bridger entitled to vote generally in the election of directors, voting together as a single class:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,149,275 | 5,296,793 | 539,355 | 0 |
5f. Delaware as Exclusive Forum – a proposal to approve and adopt provisions in the New Bridger Certificate of Incorporation to provide that, unless a majority of the New Bridger Board consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted by law, will be the sole and exclusive forum for the types of actions or proceedings under Delaware statutory or common law for the actions described in the Proxy Statement/Prospectus:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,558,855 | 4,924,367 | 502,201 | 0 |
5g. Business Combinations – a proposal to approve and adopt provisions in the New Bridger Certificate of Incorporation to provide a consent right to holders of New Bridger Series A preferred stock with respect to mergers, consolidations, sales of all or substantially all of the assets of New Bridger, subject to certain exceptions:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,521,152 | 4,925,368 | 538,903 | 0 |
5h. Limitation of Ownership by Non-Citizen – a proposal to approve and adopt provisions in the New Bridger Certificate of Incorporation to provide that in no event will a Non-Citizen, as defined in the New Bridger Certificate of Incorporation, be entitled to own (beneficially or of record) and/or control more than the Voting Limiting Percentage or the Outstanding Share Limitation Percentage, as defined in the New Bridger Certificate of Incorporation:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 30,660,497 | 1,823,725 | 501,201 | 0 |
Proposals No. 5a, 5b, 5c, 5d, 5e, 5f, 5g and 5h were approved, having received 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 voted at the Meeting.
| 6. | Proposal No. 6 – The Incentive Plan Proposal – a proposal to approve and assume the Bridger Aerospace Group Holdings, Inc. 2022 Omnibus Incentive Plan and any grants or awards issued thereunder (the “Omnibus Incentive Plan”). A copy of the Omnibus Incentive Plan is attached to the Proxy Statement/Prospectus as Annex I: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 30,430,919 | 2,516,261 | 38,243 | 0 |
Proposal No. 6 was approved, having received the affirmative vote of holders of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
| 7. | Proposal No. 7 – The ESPP Proposal – a proposal to approve, by ordinary resolution, the Bridger Aerospace Group Holdings, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”). A copy of the ESPP is attached to the Proxy Statement/Prospectus as Annex J: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,462,028 | 1,523,305 | 90 | 0 |
Proposal No. 7 was approved, having received the affirmative vote of a majority of the ordinary shares represented in person, virtually or by proxy and entitled to vote thereon and who voted at the Meeting.
| 8. | Proposal No. 8 – The Adjournment Proposal |
Because there were sufficient votes to approve each of the above proposals, and it was not otherwise deemed necessary or appropriate to adjourn the Meeting to a later date, Proposal No. 8, a proposal to adjourn, by ordinary resolution, 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 Proxy Statement/Prospectus is provided to JCIC shareholders, was not considered.
| Item 8.01 | Other Events. |
In connection with the Meeting, holders of 34,245,643 shares of JCIC Class A ordinary shares exercised their right to have their shares redeemed for cash at a redemption price of approximately $10.16 per share, totaling approximately $347,800,000.
On January 24, 2023, the Company and Bridger issued a joint press release announcing the closing of the Business Combination. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Joint Press Release dated January 24, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JACK CREEK INVESTMENT CORP. | ||||||
| Date: January 24, 2023 | By: | /s/ Lauren Ores | ||||
| Name: | Lauren Ores | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Bridger Aerospace and Jack Creek Announce Closing of Business Combination
| • | Bridger Aerospace common stock and warrants expected to begin trading on NASDAQ on January 25th under ticker “BAER” and “BAERW” |
BOZEMAN, Mont. and NEW YORK, January 24, 2023– Bridger Aerospace Group Holdings, LLC (“Bridger” or “Bridger Aerospace”), a leading independent provider of aerial firefighting services, and Jack Creek Investment Corp. (“Jack Creek”) (NASDAQ: JCIC), a special purpose acquisition company, today announced the completion of their previously announced business combination (the “Business Combination”). The combined company will operate as “Bridger Aerospace Group Holdings, Inc.” and its common stock and warrants are expected to begin trading on the Nasdaq Global Market under the ticker symbols “BAER” and “BAERW,” respectively, on January 25, 2023.
The Business Combination was approved at a special meeting of Jack Creek shareholders on January 24, 2023.
“The closing of the transaction and our listing on Nasdaq is an important milestone and an incredibly proud moment for the entire Bridger team,” commented Tim Sheehy, who will continue to lead the combined company as Chief Executive Officer. “We are excited to enter this new chapter as a publicly traded company, uniquely positioned to expand throughout North America and continue our mission to save lives, preserve our environment, and protect the people and communities that are impacted by the growing wildfire crisis across the globe.”
Founded in 2014 and led by former Navy SEAL Tim Sheehy, Bridger is a mission-driven company focused on addressing the year-round threat of economic and environmental damage caused by wildfires. Through its effective, modern, and purposefully designed fleet of aircraft, Bridger provides its federal agency and state government client base with a comprehensive range of aerial firefighting solutions. Bridger operates a large and sophisticated fleet of firefighting aircraft, which includes “Super Scoopers” (CL-415EAF), air attack and logistical support aircraft (Next Generation Daher Kodiaks, Pilatus PC-12s, DeHavilland Twin Otter and legacy Twin Commanders), and UAVs (Unmanned Aerial Vehicles). Bridger also offers FireTRAC, an innovative, proprietary data gathering, aerial surveillance and reporting platform that complements its fleet of firefighting assets.
Bridger has a track record of strong financial performance supported by a recurring revenue model. As climate conditions continue to evolve and create a longer, more intense wildfire season, a consistent and cost-effective solution is required. Bridger’s experience and expertise positions it to be the aerial firefighting solution of choice for federal, state and local governments.
Jack Creek’s Executive Chairman, Jeffrey Kelter, who is joining Bridger’s Board of Directors as Chairman added, “We are excited to finalize our business combination and continue our partnership with the Bridger management team. As a public company, Bridger is well-positioned financially to further expand its industry-leading fleet and explore proprietary strategic investments to complete its growth plans for 2023 and create significant and sustained value for all stakeholders as it works to meet critical environmental and community needs.”
Advisors
Sidley Austin LLP is serving as legal advisor to Bridger Aerospace. Ropes & Gray LLP and Weil, Gotshal & Manges LLP are serving as legal advisors to Jack Creek. UBS Investment Bank is serving as capital markets advisor to Jack Creek. Mayer Brown LLP is serving as legal advisor to UBS Investment Bank.
Additional information about the completed Business Combination, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Bridger Aerospace Group Holdings, LLC with the SEC and available at www.sec.gov.
About Bridger Aerospace
Based in Bozeman, Montana, Bridger Aerospace Group Holdings, LLC is one of the nation’s largest privately held aerial firefighting companies. Bridger Aerospace is committed to utilizing its team, aircraft and technology to save lives, property and habitats threatened by wildfires. Bridger Aerospace provides aerial firefighting and wildfire management services to federal and state government agencies, including the United States Forest Service, across the nation. More information about Bridger Aerospace is available at https://www.bridgeraerospace.com.
About Jack Creek
Jack Creek is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. More information about Jack Creek is available at https://www.jackcreekinvestmentcorp.com/ir-resources/investor-faqs.
Investor Contacts
Bridger Aerospace Investor Contact
Alison Ziegler
Darrow Associates
201-220-2678
aziegler@darrowir.com
Jack Creek Investor Contact
Lauren Ores
KSH Capital
212-710-5073
lores@kshcapital.com
Forward Looking Statements
Certain statements included in this press release 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; (2) current and future potential commercial and customer relationships; and (3) 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 press release, 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; failure to realize the anticipated benefits of the 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 Business Combination; risks that Bridger Aerospace is unable to secure or protect its intellectual property; risks that the combined 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 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 the 424(b) final prospectus filed by Wildfire New PubCo, Inc. (n/k/a Bridger Aerospace Group Holdings, Inc.) with the SEC on December 20, 2022, and in those documents that Jack Creek or Wildfire New PubCo, Inc. (n/k/a Bridger Aerospace Group Holdings, Inc.) has filed, or will file, with 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 press release. 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 press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.