| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BAER | Common Stock, par value $0.0001 per share | 2.53M | Feb 13, 2023 | Direct | F1, F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BAER | Warrants (right to buy) | Feb 13, 2023 | Common Stock, par value $0.0001 per share | 9.4M | $11.50 | Direct | F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | 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. 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 shares not vested by the end of the Earnout Period shall be forfeited back to the Issuer for no consideration. |
| F2 | Securities are held directly by JCIC Sponsor, LLC ("Sponsor"), which is indirectly co-controlled by Thomas Jermoluk, and each of Jeffrey Kelter and Robert Savage who are directors of the Issuer. |
| F3 | This form is being filed by the following Reporting Persons: Sponsor, KSH Capital LP ("KSH Capital") and Thomas Jermoluk. KSH Capital is the manager of the Sponsor. 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. |
| F4 | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| F5 | 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