JACK CREE Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is an investor
presentation dated
The information in this Item 7.01, including Exhibit 99.1 hereto, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of JCIC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
*******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 between
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," "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 Current Report, and on the current expectations of Jack Creek's and the Company'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. 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
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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 the Company'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 the Company and its employees; risks related to
increased competition; risks relating to potential disruption of current plans,
operations and infrastructure of the Company as a result of the announcement and
consummation of the Business Combination; risks that the Company 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 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 JCIC's Quarterly Report on Form 10-Q for the quarter ended
Important Information for Shareholders and Investors
The 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 prepared a registration statement on Form S-4 (together with
all amendments thereto, the "Registration Statement") that was initially filed
with the
Participants in the Solicitation
Jack Creek and Bridger and their respective directors and executive officers,
under
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Combination. Investors and security holders may obtain more detailed information
regarding Jack Creek's directors and executive officers in
This Current Report is not a substitute for the Registration Statement or for
any other document that Jack Creek or New PubCo may file with the
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