Bridger Aerospace Group Holdings Inc - Ordinary Shares 8-KBridger Aerospace and Jack Creek Announce Closing of Business Combination

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 24, 2023

Jack Creek Investment Corp.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (212) 710-5060

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Securities registered pursuant to Section 12(b) of the Act:

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 13(a) of the Exchange Act.  ☐

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:

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.

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.

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.

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.

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:

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:

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:

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:

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:

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:

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:

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:

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.

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.

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.

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.

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.

(d) Exhibits.

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.