Attached files

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EX-99.1 - EX-99.1 - Jack Creek Investment Corp.d118321dex991.htm
EX-10.7 - EX-10.7 - Jack Creek Investment Corp.d118321dex107.htm
EX-10.6 - EX-10.6 - Jack Creek Investment Corp.d118321dex106.htm
EX-10.5 - EX-10.5 - Jack Creek Investment Corp.d118321dex105.htm
EX-10.4 - EX-10.4 - Jack Creek Investment Corp.d118321dex104.htm
EX-10.3 - EX-10.3 - Jack Creek Investment Corp.d118321dex103.htm
EX-10.2 - EX-10.2 - Jack Creek Investment Corp.d118321dex102.htm
EX-10.1 - EX-10.1 - Jack Creek Investment Corp.d118321dex101.htm
EX-4.1 - EX-4.1 - Jack Creek Investment Corp.d118321dex41.htm
EX-3.1 - EX-3.1 - Jack Creek Investment Corp.d118321dex31.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 21, 2021

 

 

Jack Creek Investment Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-39602   365269

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

386 Park Avenue South, FL 20

New York, NY

  10016
(Address of principal executive offices)   (Zip Code)

(212) 710-5060

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbols

 

Name of each exchange

on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant   JCICU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   JCIC   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   JCICW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 8.01

Other Events.

On January 21, 2021 the Registration Statement on Form S-1 (File No. 333-248951) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Jack Creek Investment Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission, and the Company subsequently filed, on January 21, 2021, a registration statement on Form S-1 (File No. 333-252313) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On January 26, 2021, the Company consummated its initial public offering (the “IPO”) of 34,500,000 units (the “Units”) of the Company, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one-half of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Shares at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per share, generating gross proceeds to the Company of $345,000,000.

On January 21, 2021, the Company effected a share capitalization with respect to the Company’s Class B ordinary shares, par value $0.0001 per share thereof, resulting in the Company’s initial shareholders holding an aggregate of 8,625,000 founder shares.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 9,400,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, JCIC Sponsor LLC (the “Sponsor”), generating gross proceeds to the Company of approximately $9,400,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)), (ii) they (including Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination, (iii) they may be exercised by the holders on a cashless basis, and (iv) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

A total of $345,000,000, comprised of the proceeds from the IPO and the sale of the Private Placement Warrants, were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released from the trust account until the earliest to occur of: (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

 

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On January 21, 2021, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association and entered into the following agreements previously filed as exhibits to the Company registration statement (File No. 333-248951):

 

   

A Warrant Agreement, dated January 26, 2021, between the Company and Continental Stock Transfer & Trust Company.

 

   

An Investment Management Trust Agreement, dated January 26, 2021, between the Company and Continental Stock Transfer & Trust Company.

 

   

A Registration and Shareholder Rights Agreement, dated January 26, 2021, among the Company, the Sponsor and the security holders signatory thereto.

 

   

A Private Placement Warrants Purchase Agreement, dated January 21, 2021, between the Company and the Sponsor.

 

   

An Administrative Services Agreement, dated January 26, 2021, between the Company and JCIC Sponsor LLC.

 

   

Letter Agreement, dated January 26, 2021, between the Company and JCIC Sponsor LLC.

 

   

Letter Agreements, dated January 26, 2021, between the Company and each of its officers and directors.

 

   

Indemnity Agreements, dated January 26, 2021, between the Company and each of its officers and directors.

On January 21, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.

 

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Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.

  

Description of Exhibits

  3.1    Amended and Restated Memorandum and Articles of Association.
  4.1    Warrant Agreement, dated January 26, 2021, between the Company and Continental Stock Transfer & Trust Company.
10.1    Investment Management Trust Agreement, dated January 26, 2021, between the Company and Continental Stock Transfer & Trust Company.
10.2    Registration and Shareholder Rights Agreement, dated January 26, 2021, among the Company, the Sponsor and the security holders signatory thereto.
10.3    Private Placement Warrants Purchase Agreement, dated January 21, 2021, between the Company and the Sponsor.
10.4    Administrative Services Agreement, dated January 26, 2021, between the Company and JCIC Sponsor LLC.
10.5    Letter Agreement, dated January 26, 2021, between the Company and JCIC Sponsor LLC.
10.6    Form of Letter Agreement, dated January 26, 2021, between the Company and each of its officers and directors.
10.7    Form of Indemnity Agreement, dated January 26, 2021, between the Company and each of its officers and directors.
99.1    Press Release, dated January 21, 2021.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    JACK CREEK INVESTMENT CORP.
Date: January 26, 2021     By:  

/s/ Lauren Ores

    Name:   Lauren Ores
    Title:   Chief Financial Officer

 

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