| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BAER | Common Stock, par value $0.0001 per share | Other | $0 | -2.53M | -100% | $0.00* | 0 | Jan 25, 2024 | Direct | F1, F2, F3 |
| transaction | BAER | Common Stock, par value $0.0001 per share | Other | $0 | +743K | $0.00 | 743K | Jan 25, 2024 | By Big Sky Sponsors Fund, LLC | F1, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BAER | Warrants (right to buy) | Other | $0 | -9.4M | -100% | $0.00* | 0 | Jan 25, 2024 | Common Stock | 9.4M | $11.50 | Direct | F2, F6, F7 |
JCIC Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents an in-kind distribution, and not a purchase or sale of securities, by JCIC Sponsor LLC ("Sponsor") to its members without additional consideration, including to KSH Capital LP ("KSH Capital") and Big Sky Sponsors Fund, LLC ("Big Sky"). Big Sky is indirectly owned by Thomas Jermoluk. |
| F2 | This form is being filed by the following Reporting Persons: Sponsor, KSH Capital and Mr. Jermoluk. KSH Capital is the manager of the Sponsor. The Sponsor is the record holder of the securities reported. Sponsor is indirectly co-controlled by Mr. Jermoluk and each of Jeffrey Kelter and Robert Savage, who are directors of the Issuer. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| F3 | Includes 855,000 shares which vest generally as follows: (i) 50% of the shares vest on the first date during the Earnout Period (defined below) on which the volume-weighted average price ("VWAP") of the shares exceeds $11.50 for a period of at least 20 out of 30 consecutive trading days, and (ii) 50% of the shares vest on the first date during the Earnout Period on which the VWAP exceeds $13.00 for a period of at least 20 out of 30 consecutive trading days (shares vesting on such schedule, the "Earnout Shares"). The "Earnout Period" is the time period beginning on the date immediately following the January 24, 2023 closing of the Issuer's initial business combination (the "Closing Date") and ending on and including the five year anniversary of the Closing Date. Any Earnout Shares not vested by the end of the Earnout Period shall be forfeited back to the Issuer for no consideration. |
| F4 | Includes 254,989 Earnout Shares. |
| F5 | Mr. Jermoluk is the indirect beneficial holder of the securities reported. |
| F6 | Represents an in-kind distribution, and not a purchase or sale of securities, by Sponsor to its members without additional consideration, including to KSH and Big Sky. |
| F7 | Each warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing on February 23, 2023, subject to the terms of the warrant agreement. The warrants expire on January 24, 2028, or earlier upon redemption. |
Exhibit 99.1 - Joint Filer Information and Signatures, incorporated herein by reference.