Item 1.01 Entry Into a Material Agreement
On
Pursuant to the Merger Agreement, the parties thereto will enter into a business
combination transaction (the "Business Combination" and together with the other
transactions contemplated by the Merger Agreement, the "Transactions"), pursuant
to which, among other things, (i) Wildfire Merger Sub I will merge with and into
Blocker (the "First Merger"), with Blocker as the surviving entity of the First
Merger, upon which Wildfire GP Sub IV will become general partner of such
surviving entity, (ii) Wildfire Merger Sub II will merge with and into JCIC (the
"Second Merger"), with JCIC as the surviving company of the Second Merger (the
"
The Business Combination is expected to be consummated after the required approval by the shareholders of JCIC and the satisfaction of certain other conditions summarized below.
Merger Agreement
Consideration Paid to the Company - Company Transaction Consideration
The aggregate consideration to be paid to the equityholders of the Company
(other than the holders of Series C preferred shares of the Company ("Company
Series C Preferred Shares")) ("Aggregate Common Stock Consideration") at the
Closing will consist of a number of shares of common stock of New PubCo ("New
PubCo Common Stock") equal to (i) (A)
The aggregate consideration to be paid to holders of the Company Series C
Preferred Shares at the Closing will consist of a number of shares of Series A
preferred stock of New PubCo ("New PubCo Series A Preferred Stock") equal to the
number of Company Series C Preferred Shares outstanding as of immediately prior
to the effective time of the First Merger. Shares of New PubCo Series A
Preferred Stock will have rights and preferences that mirror certain rights and
preferences currently held by the holders of the Company Series C Preferred
Shares, including (i) cumulative, compounding dividends (initially anticipated
to be 7.00% but to eventually increase to 11.00% after
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"Series A Preferred Stated Value"); (iii) mandatory redemption by New PubCo
after
Item 3.02. Unregistered Sales of
The disclosure set forth above under the caption "Merger Agreement" in Item 1.01 of this Current Report is incorporated by reference herein. The issuance of shares of the New PubCo Common Stock and New PubCo Series A Preferred Stock to be issued in the Mergers to equityholders of the Company delivering a written consent consenting to the terms of the Merger Agreement and approving the Transactions will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated by reference herein is an investor
presentation dated
Attached as Exhibit 99.3 and incorporated by reference herein is an email and
note to the Company's employees, dated
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 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, Exhibit 99.2 and Exhibit 99.3.
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Item 8.01. Other Events
J.P. Morgan Securities LLC Waiver of Deferred Underwriting Fees
Pursuant to a letter dated
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
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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 Business Combination or any related transactions, 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," "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, expectations related to the terms, satisfaction of conditions precedent and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of JCIC'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 the Company. 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 the Company; the Company'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 JCIC'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 Investors and Stockholders
The Business Combination will be submitted to shareholders of JCIC for their
consideration and approval at a special meeting of shareholders. JCIC and the
Company will prepare a registration statement on Form S-4 (the "Registration
Statement") to be filed with the
Participants in the Solicitation
JCIC and the Company and their respective directors and executive officers,
under
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Combination. Investors and security holders may obtain more detailed information
regarding JCIC's directors and executive officers in JCIC's filings with the
This Current Report is not a substitute for the Registration Statement or for
any other document that JCIC or New PubCo may file with the
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