| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BAER | Common Stock | Award | $1M | +202K | $4.95 | 202K | Apr 17, 2024 | See footnote | F1, F2 | |
| holding | BAER | Common Stock | 228K | Apr 17, 2024 | Direct | F3 | |||||
| holding | BAER | Common Stock | 528K | Apr 17, 2024 | By Windy Point Investments LLC | F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BAER | Warrants (right to buy) | 470K | Apr 17, 2024 | Common Stock | 470K | $11.50 | Direct | F6 | |||||
| holding | BAER | Warrants (right to buy) | 2.35M | Apr 17, 2024 | Common Stock | 2.35M | $11.50 | By Windy Point Investments LLC | F5, F6 |
| Id | Content |
|---|---|
| F1 | The common shares reported on this Form 4 were purchased directly from the Issuer in a registered direct offering (the "RDO") at a price of $4.95, for an aggregate purchase price of $999,999.00 pursuant to a Securities Purchase Agreement (the "SPA") dated April 15, 2024 on behalf of K5 Equity Capital Holdings, LLC (the "Fund") |
| F2 | Kelter Family Investments LLC ("KFI") is the manager to the Fund. The Reporting Person is the manager of KFI. By virtue of the relationships described herein, the Reporting Person and KFI may be deemed to indirectly beneficially own the common shares held by the Fund. The Reporting Person and KFI disclaim beneficial ownership of the common shares reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), except to the extent of their pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Act or for any other purpose. |
| F3 | Includes 42,498 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 212,491 Earnout Shares. |
| F5 | Mr. Kelter holds shared authority to direct the voting and disposition of shares held by Windy Point Investments LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of the Reporting Person's pecuniary interest therein, if any, and the filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
| F6 | 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. |