0000950170-24-007924.txt : 20240126 0000950170-24-007924.hdr.sgml : 20240126 20240126161009 ACCESSION NUMBER: 0000950170-24-007924 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240125 FILED AS OF DATE: 20240126 DATE AS OF CHANGE: 20240126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JCIC Sponsor LLC CENTRAL INDEX KEY: 0001822261 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41603 FILM NUMBER: 24567833 BUSINESS ADDRESS: STREET 1: 386 PARK AVENUE SOUTH, FL 20 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-710-5060 MAIL ADDRESS: STREET 1: 386 PARK AVENUE SOUTH, FL 20 CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JERMOLUK THOMAS CENTRAL INDEX KEY: 0001823753 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41603 FILM NUMBER: 24567831 MAIL ADDRESS: STREET 1: 386 PARK AVENUE SOUTH, FL 20 CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KSH Capital LP CENTRAL INDEX KEY: 0001827310 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41603 FILM NUMBER: 24567832 BUSINESS ADDRESS: STREET 1: 386 PARK AVENUE SOUTH, FL 20 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-710-5060 MAIL ADDRESS: STREET 1: 386 PARK AVENUE SOUTH, FL 20 CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bridger Aerospace Group Holdings, Inc. CENTRAL INDEX KEY: 0001941536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 90 AVIATION LANE CITY: BELGRADE STATE: MT ZIP: 59714 BUSINESS PHONE: (406) 813-0079 MAIL ADDRESS: STREET 1: 90 AVIATION LANE CITY: BELGRADE STATE: MT ZIP: 59714 FORMER COMPANY: FORMER CONFORMED NAME: Wildfire New PubCo, Inc. DATE OF NAME CHANGE: 20220805 4 1 ownership.xml 4 X0508 4 2024-01-25 true 0001941536 Bridger Aerospace Group Holdings, Inc. BAER 0001822261 JCIC Sponsor LLC 386 PARK AVENUE SOUTH, FL 20 NEW YORK NY 10016 false false true false 0001827310 KSH Capital LP 386 PARK AVENUE SOUTH, FL 20 NEW YORK NY 10016 false false true false 0001823753 JERMOLUK THOMAS 10011 BRICKELL BAY DR, SUITE 1400 MIAMI FL 33131 false false true false false Common Stock, par value $0.0001 per share 2024-01-25 4 J false 2528189 0.00 D 0 D Common Stock, par value $0.0001 per share 2024-01-25 4 J false 743161 0.00 A 743161 I By Big Sky Sponsors Fund, LLC Warrants (right to buy) 11.50 2024-01-25 4 J false 9400000 0.00 D Common Stock 9400000 0 D 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. 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. 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. Includes 254,989 Earnout Shares. Mr. Jermoluk is the indirect beneficial holder of the securities reported. 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. 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. See Exhibit 99.1 2024-01-26 EX-99.1 2 baer-ex99_1.htm EX-99.1 EX-99.1

 

 

 

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer:

JCIC Sponsor LLC

 

 

Address of Joint Filer:

386 Park Avenue South, FL 20

 

New York, NY 10016

 

 

Relationship of Joint Filer to Issuer:

10% Owner

 

 

Issuer Name and Ticker or Trading Symbol:

Bridger Aerospace Group Holdings, Inc. [BAER]

 

 

Date of Event Requiring Statement

 

(Month/Day/Year):

January 25, 2024

 

 

Designated Filer:

JCIC Sponsor LLC

 

 

Signature:

 

JCIC SPONSOR LLC

By its Manager, KSH CAPITAL LP

Acting by its General Partner

KSH CAPITAL GP LLC

 

By:

/s/Robert Savage

 

Name:

Robert Savage

 

Title:

President

 

 

Dated: January 26, 2024

 

 

 

 

Joint Filer Information

 

(continued)

 

Name of Joint Filer:

KSH Capital LP

 

 

Address of Joint Filer:

c/o JCIC Sponsor LLC

 

386 Park Avenue South, FL 20

 

New York, NY 10016

 

 

Relationship of Joint Filer to Issuer:

10% Owner

 

 

Issuer Name and Ticker or Trading Symbol:

Bridger Aerospace Group Holdings, Inc. [BAER]

 

 

Date of Event Requiring Statement

 

(Month/Day/Year):

January 25, 2024

 

 

Designated Filer:

JCIC Sponsor LLC

 

Signature:

 

KSH CAPITAL LP

Acting by its General Partner

KSH CAPITAL GP LLC

 

By:

/s/ Robert Savage

 

Name:

Robert Savage

 

Title:

President

 

 

Dated: January 26, 2024

 

2

 

 

 

Joint Filer Information

 

(continued)

 

Name of Joint Filer:

Thomas Jermoluk

 

 

Address of Joint Filer:

10011 Brickell Bay Dr, Suite 1400

 

Miami, FL 33131

 

 

 

 

Relationship of Joint Filer to Issuer:

10% Owner

 

 

Issuer Name and Ticker or Trading Symbol:

Bridger Aerospace Group Holdings, Inc. [BAER]

 

 

Date of Event Requiring Statement

 

(Month/Day/Year):

January 25, 2024

 

 

Designated Filer:

JCIC Sponsor LLC

 

Signature:

 

/s/ Thomas Jermoluk

 

Thomas Jermoluk

 

 

Dated: January 26, 2024

 

 

3