QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked
questions about the Shareholder Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to JCIC shareholders. Shareholders are
urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be
held on January 24, 2023, at 10:00 a.m., Eastern Time. The Shareholder Meeting will be held at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, NY 10153, and via a virtual meeting, or at such other time,
on such other date and at such other place to which the meeting may be postponed or adjourned (the Shareholder Meeting). You can participate in the meeting, vote, and submit questions via live webcast by visiting [].
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Why am I receiving this proxy statement? |
JCIC is a blank check company incorporated as a Cayman Islands exempted company on August 18, 2020. JCIC was incorporated for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.
On January 26, 2021, JCIC consummated its initial public offering (the Initial Public Offering) of 34,500,000 units
(the Units), including the issuance of 4,500,000 JCIC Units as a result of the underwriters exercise of their over-allotment option. Each JCIC Unit consists of one JCIC Class A Ordinary Share, and one-half of one redeemable warrant of JCIC, each whole warrant entitling the holder thereof to purchase one JCIC Class A Ordinary Share at an exercise price of $11.50 per share. The JCIC Units were sold at a
price of $10.00 per unit, generating gross proceeds to JCIC of $345,000,000 that were placed in a trust account established at the consummation of the Initial Public Offering that holds the proceeds of the Initial Public Offering (the Trust
Account). Substantially concurrently with the consummation of the Initial Public Offering, JCIC completed the private sale (the Private Placement) of 9,400,000 warrants (the Private Placement Warrants)
at a purchase price of $1.00 per Private Placement Warrant, to JCIC Sponsor LLC (the Sponsor), generating gross proceeds to JCIC of $9,400,000.
Like most blank check companies, JCICs amended and restated memorandum and articles of association (the Memorandum and Articles
of Association) provide for the return of the Initial Public Offering proceeds held in trust to the holders of Class A ordinary shares, par value $0.0001 per share (the Class A Ordinary Shares or
the Public Shares) sold in the Initial Public Offering if there is no qualifying business combination(s) consummated on or before January 26, 2023 (the Termination Date).
Without the Charter Extension, JCIC believes that JCIC might not, despite its best efforts, be able to complete an initial business combination
(a Business Combination) on or before January 26, 2023. JCIC believes that it is in the best interests of JCICs shareholders to continue JCICs existence until March 27, 2023 if necessary in order to allow
JCIC additional time to complete the Business Combination and is therefore holding this Shareholder Meeting.
At the Shareholder Meeting,
you will also be asked to vote on the election of Class I director Heather Hartnett to serve on the Board of JCIC for a three-year term expiring at the third succeeding annual general meeting after her election, or until her successor has been
elected and qualified.
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When and where will the Shareholder Meeting be held? |
The Shareholder Meeting will be held on January 24, 2023, at 10:00 a.m., Eastern Time, at the offices of Weil, Gotshal & Manges
LLP located at 767 Fifth Avenue, New York, NY 10153, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
Shareholders may attend the Shareholder Meeting in person. However in view of the ongoing COVID-19
pandemic, we are taking precautionary measures and therefore encourage you to attend the Shareholder Meeting virtually. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance
of the Shareholder Meeting by contacting [] by 10:00 a.m., Eastern Time, on January 20, 2023 (two business days prior to the initially scheduled meeting date). You can participate in the meeting, vote, and submit questions via live
webcast by visiting [].
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The extraordinary general meeting will be held at 9:00 a.m. Eastern Time, on January [], 2023, at
the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153 and via live webcast at [], where you will be able to listen to the meeting live and vote during the meeting. If you are a holder of record of JCIC
Ordinary Shares on the record date for the extraordinary general meeting, you may vote at the extraordinary general meeting in person, via the virtual meeting platform or by submitting a proxy for the extraordinary general meeting, in any of the
following ways, if available: |
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