References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Jack Creek Investment Corp. References to our "management" or
our "management team" refer to our officers and directors, and references to the
"Sponsor" refer to JCIC Sponsor LLC. The following discussion and analysis of
the Company's financial condition and results of operations should be read in
conjunction with the financial statements and the notes thereto contained
elsewhere in this Quarterly Report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act
that are not historical facts and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Form
10-Q
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
completion of the Proposed Business Combination (as defined below), the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements, including that the conditions of
the Proposed Business Combination are not satisfied. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of the Company's final prospectus for its Initial Public
Offering filed with the U.S. Securities and Exchange Commission (the "SEC"). The
Company's securities filings can be accessed on the EDGAR section of the SEC's
website at www.sec.gov. Except as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations has been amended and restated to give effect to the restatement of
our financial statements as of March 31, 2021 and June 30, 2021. Management
identified misstatements made in its historical financial statements where, at
the closing of our Initial Public Offering, we improperly valued our Class A
Ordinary shares subject to possible redemption. We previously determined the
Class A Ordinary shares subject to possible redemption to be equal to the
redemption value of $10.00 per Class A Ordinary shares while also taking into
consideration a redemption cannot result in net tangible assets being less than
$5,000,001. Management determined that the Class A Ordinary shares issued during
the Initial Public Offering can be redeemed or become redeemable subject to the
occurrence of future events considered outside of the Company's control.
Therefore, management concluded that the redemption value should include all
Class A Ordinary shares subject to possible redemption, resulting in the Class A
Ordinary shares subject to possible redemption being equal to their redemption
value. As a result, management has noted a reclassification error related to
temporary equity and permanent equity. This resulted in a restatement to the
initial carrying value of the Class A Ordinary shares subject to possible
redemption with the offset recorded to additional
paid-in
capital (to the extent available), accumulated deficit and Class A Ordinary
shares.
Overview
Jack Creek Investment Corp. (the "Company") is a blank check company
incorporated as a Cayman Islands exempted company on August 18, 2020. The
Company was incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities (a "Business Combination").
We intend to effectuate our Business Combination using cash derived from the
proceeds of the Initial Public Offering and the sale of 9,400,000 Private
Placement Warrants, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from August 18, 2020 (inception) through September 30, 2021
were organizational activities, those necessary to prepare for the Initial
Public Offering, described below, and identifying a target company for a
Business Combination. We do not expect to generate any operating revenues until
after the completion of our Business Combination. We generate
non-operating
income in the form of interest income on marketable securities held in the Trust
Account. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the three months ended September 30, 2021, we had a net income of
$4,919,098, which consists of the change in fair value of warrants of $5,338,716
and interest income on marketable securities held in the Trust Account of $4,440
offset by operating costs of $424,058.
For the nine months ended September 30, 2021, we had a net income of
$13,619,973, which consists of the change in fair value of warrants of
$20,542,100 and interest income on marketable securities held in the Trust
Account of $61,806 offset by operating costs of $3,035,933 and the loss on
initial issuance of private warrants of $3,948,000. The operating costs included
$1,360,701 of offering costs related to the warrant liabilities.
For the period from August 18, 2020 (inception) through September 30, 2020, we
had a net loss of $12,436, which consists of operating costs.

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Liquidity and Capital Resources
On January 26, 2021, we consummated the Initial Public Offering of 34,500,000
Units which includes the full exercise by the underwriter of its over-allotment
option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross
proceeds of $345,000,000 which is described in Note 4. Simultaneously with the
closing of the Initial Public Offering, we consummated the sale of 9,400,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant in
a private placement to the Sponsor, generating gross proceeds of $9,400,000,
which is described in Note 5.
For the nine months ended September 30, 2021, cash used in operating activities
was $1,592,055. Net income of $13,619,973 was affected by interest earned on
marketable securities held in the Trust Account of $61,806, the change in the
fair value of the warrant liability of $20,542,100, loss on initial issuance of
private warrants of $3,948,000 and transaction costs associated with the
warrants issued at the Initial Public Offering of $1,360,701. Changes in the
operating assets and liabilities provided $83,177 of cash for operating
activities.
As of September 30, 2021, we had marketable securities held in the Trust Account
of $345,061,806 (including approximately $62,000 of interest income and realized
gains) consisting of money market funds invested in U.S. Treasury Bills with a
maturity of 185 days or less. We may withdraw interest from the Trust Account to
pay taxes, if any. We intend to use substantially all of the funds held in the
Trust Account, including any amounts representing interest earned on the Trust
Account (less income taxes payable), to complete our Business Combination. To
the extent that our capital stock or debt is used, in whole or in part, as
consideration to complete our Business Combination, the remaining proceeds held
in the Trust Account will be used as working capital to finance the operations
of the target business or businesses, make other acquisitions and pursue our
growth strategies.

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As of September 30, 2021, we had cash of $250,101. We intend to use the funds
held outside the Trust Account primarily to identify and evaluate target
businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective
target businesses or their representatives or owners, review corporate documents
and material agreements of prospective target businesses, and structure,
negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, the Sponsor, or certain of our officers
and directors or their affiliates may, but are not obligated to, loan us funds
as may be required. If we complete a Business Combination, we would repay such
loaned amounts. In the event that a Business Combination does not close, we may
use a portion of the working capital held outside the Trust Account to repay
such loaned amounts but no proceeds from our Trust Account would be used for
such repayment. Up to $1,500,000 of such loans may be convertible into warrants
at a price of $1.00 per warrant, at the option of the lender. The warrants would
be identical to the Private Placement Warrants.
We will need to raise additional capital through loans or additional investments
from our initial shareholders, officers or directors. If we are unable to raise
additional capital, we may be required to take additional measures to conserve
liquidity, which could include, but not necessarily be limited to, curtailing
operations, suspending the pursuit of a potential transaction, and reducing
overhead expenses. We cannot provide any assurance that new financing will be
available to us on commercially acceptable terms, if at all. These conditions
raise substantial doubt about our ability to continue as a going concern through
one year and one day from the issuance of this report.
Off-Balance
Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of September 30, 2021. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities,
guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of the Sponsor up to $10,000 per month for office space, secretarial
and administrative services. Upon completion of a Business Combination or its
liquidation, the Company will cease paying these monthly fees.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or
$12,075,000 in the aggregate. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in the event that
we complete a Business Combination, subject to the terms of the underwriting
agreement.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Class A ordinary shares subject to mandatory redemption are classified
as a liability instrument and are measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control)
are classified as temporary equity. At all other times, ordinary shares are
classified as shareholders' equity. The Company's Class A ordinary shares
feature certain redemption rights that are considered to be outside of the
Company's control and subject to occurrence of uncertain future events.
Accordingly, at September 30, 2021, the 34,500,000 Class A ordinary shares
subject to possible redemption are presented as temporary equity, outside of the
shareholders' equity section of the Company's condensed balance sheets.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable ordinary shares to equal the redemption
value at the end of each reporting period. Immediately upon the closing of the
Initial Public Offering, the Company recognized the accretion from initial book
value to redemption amount value. The change in the carrying value of redeemable
Class A ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.
Warrant Liabilities
We account for the warrants in accordance with the guidance contained in
ASC815-40under which the warrants do not meet the criteria for equity treatment
and must be recorded as liabilities. Accordingly, the Company classifies the
warrants as liabilities at their fair value and adjusts the warrants to fair
value at each reporting period. This liability is subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. The Public Warrants for periods where
no observable traded price was available were valued using the Binomial Lattice
Model. For periods subsequent to the detachment of the Public Warrants from the
Units, the Public Warrant quoted market price was used as the fair value as of
each relevant date. The Private Placement Warrants were valued using the Black
Scholes Option Pricing Model as of the Initial Public Offering and based on the
observed price for Public Warrants as of September 30, 2021.

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Net Income (Loss) Per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted
average number of ordinary shares outstanding during the period. We apply the
two-class
method in calculating earnings per share. Accretion associated with the
redeemable shares of Class A ordinary shares is excluded from earnings per share
as the redemption value approximates fair value.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our
condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
As of September 30, 2021, we were not subject to any market or interest rate
risk. Following the consummation of our Initial Public Offering, the net
proceeds of our Initial Public Offering, including amounts in the Trust Account,
have been invested in certain U.S. government obligations with a maturity of 185
days or less or in certain money market funds that invest solely in U.S.
treasuries. Due to the short-term nature of these investments, we believe there
will be no associated material exposure to interest rate risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Exchange Act is recorded, processed, summarized, and reported within the
time period specified in the SEC's rules and forms. Disclosure controls are also
designed with the objective of ensuring that such information is accumulated and
communicated to our management, including the chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
As required by Rules
13a-15
and
15d-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of September 30, 2021. Based upon
their evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures (as defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) were not effective, due solely to the material weakness
in our internal control over financial reporting related to the Company's
accounting for complex financial instruments. As a result, we performed
additional analysis as deemed necessary to ensure that our financial statements
were prepared in accordance with U.S. generally accepted accounting principles.
Accordingly, management believes that the financial statements included in this
Amended Form
10-Q
present fairly in all material respects our financial position, results of
operations and cash flows for the period presented.
Management has implemented remediation steps to improve our internal control
over financial reporting. Specifically, we expanded and improved our review
process for complex financial instruments and related accounting standards. We
plan to further improve this process by enhancing access to accounting
literature, identification of third-party professionals with whom to consult
regarding complex accounting applications and consideration of additional staff
with the requisite experience and training to supplement existing accounting
professionals.
Changes in Internal Control over Financial Reporting
The Company has made changes in its internal control over financial reporting to
enhance our processes to identify and appropriately apply applicable accounting
requirements to better evaluate and understand the nuances of the complex
accounting standards that apply to our condensed consolidated financial
statements, including providing enhanced access to accounting literature,
research materials and documents and increased communication among our personnel
and third-party professionals with whom we consult regarding complex accounting
applications. The Company can offer no assurance that these changes will
ultimately have the intended effects.

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