CUSIP No. 095428108
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Schedule 13D
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Page 1 of 6 |
1
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NAMES OF REPORTING PERSONS
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Jackson Investment Group, LLC 20-5783109
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Georgia, United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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450,000*
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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450,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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450,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.8%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 095428108
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Schedule 13D
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Page 2 of 6 |
1
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NAMES OF REPORTING PERSONS
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Richard L. Jackson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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450,000*
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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450,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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450,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.8%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 095428108
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Schedule 13D
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Page 3 of 6 |
Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Considerations
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Item 4. |
Purpose of Transaction
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CUSIP No. 095428108
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Schedule 13D
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Page 4 of 6 |
Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
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CUSIP No. 095428108
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Schedule 13D
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Page 5 of 6 |
Item 7. |
Material to be Filed as Exhibits
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Executive Officers of Jackson Investment Group, LLC
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Share Purchase Agreement, dated as of September 12, 2022, by and among Jackson Investment Group, LLC, First Light Acquisition Group, LLC, and Metric Finance Holdings I, LLC
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Letter Agreement, dated as of September 12, 2022, by and among Jackson Investment Group, LLC and First Light Acquisition Group, Inc.
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Joint Filing Agreement
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CUSIP No. 095428108
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Schedule 13D
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Page 6 of 6 |
Date: September 21, 2022
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JACKSON INVESTMENT GROUP, LLC
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By: /s/ Richard L. Jackson
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Richard L. Jackson, Chief Executive Officer
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Date: September 21, 2022
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/s/ Richard L. Jackson
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Richard L. Jackson
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Name of Officer
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Principal Occupation
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Leslie M. Kurtz
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Chief Financial Officer of Jackson Investment Group, LLC, and its subsidiaries
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Jay D. Mitchell |
Secretary and General Counsel of Jackson Investment Group, LLC, and its subsidiaries
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1. |
Purchase and Sale.
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Milestone Amount
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Date
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Milestone
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$450,000 (upon completion of Milestones 1, 2 and 3)
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10/10/22
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1. Execution of Letter of Intent
2. Completion of confirmatory diligence (technical, financial, operation and sales/marketing) and a draft
Business Combination Agreement / Definitive Agreement exchanged
3. Development of public company readiness plan and investor roadmap
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$200,000 (upon completion of Milestones 4 and 5)
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12/12/22
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4. Executed and announced Business Combination Agreement
5. Publicly filed Proxy Statement/Registration Statement
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2. |
Initial Closing.
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i) |
Investor shall deliver to the Company and Metric the amount of the Initial Investment, as set forth on Exhibit A, in cash, by wire transfer of immediately available funds to accounts of the Company and
Metric designated in writing by the Company and Metric to Investor;
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ii) |
the Company and Metric shall effect delivery of 450,000 Shares to the Investor; and
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iii) |
the Company and Metric shall cause the Investor to be added as a party to that certain Registration and Stockholder Rights Agreement dated September 9, 2021 among FLAG, the Company and Metric, for the
purpose of providing the Investor with the same registration rights provided to the Company and Metric therein with respect to the Shares being purchased by Investor.
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3. |
Milestone Closings.
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i) |
Investor shall deliver to the Company and Metric the amount of the applicable Milestone Payment, as set forth on Exhibit A, in cash, by wire transfer of immediately available funds to accounts of the Company
and Metric designated in writing by the Company and Metric to Investor; and
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ii) |
the Company and Metric shall effect delivery of the applicable number of Shares to the Investor.
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4. |
Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Investor that:
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5. |
Metric Representations. In connection with the transactions contemplated hereby, Metric represents and warrants to the Investor that:
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6. |
Investor Representations. In connection with the transactions contemplated hereby, the Investor represents and warrants to the Company and Metric that:
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7. |
Termination.
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8. |
Miscellaneous.
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FIRST LIGHT ACQUISITION GROUP, LLC
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By:
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William J. Weber, on behalf of Series 1 through Series 15 of First Light Acquisition Group, LLC, a Delaware series limited liability company
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By:
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/s/ William J. Weber
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Name: William J. Weber
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Title: Manager
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Address:
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First Light Acquisition Group, LLC
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11110 Sunset Hills Road #2278
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Reston, VA 20190
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Attention: Michael J. Alber
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E-mail: mike.alber@firstlightacquisition.com
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METRIC FINANCE HOLDINGS I, LLC
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By:
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/s/ Michael Constantino
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Name: Michael Constantino
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Title: Chief Financial Officer
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Address:
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Metric Finance Holdings I,
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LLC 330 Madison Avenue
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New York, New York 10017
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Attention: Legal Department
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JACKSON INVESTMENT GROUP, LLC
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By:
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/s/ Richard L. Jackson
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Name: Richard L. Jackson
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Title: Chief Executive Officer
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Address:
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Jackson Investment Group, LLC
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2655 Northwinds Parkway
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Alpharetta, GA 30009
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Tel: 770-643-5500
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Richard L. Jackson, Chief Executive Officer
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Seller
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Amount of Initial
Investment
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First Milestone
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Second Milestone
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First Light Acquisition Group, LLC
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$336,233
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$336,233
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$150,000
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Metric Finance Holding I LLC
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$113,767
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$113,767
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$50,000
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Total
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$450,000
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$450,000
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$200,000
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1. |
The Investor agrees to vote all Shares as to which it is entitled to exercise voting rights in favor of each director nominated by the board of directors of the Company (or the nominating
committee thereof) for election to the board of directors of the Company.
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2. |
The Investor agrees that if the Company seeks stockholder approval of a proposed merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination (a “Business Combination”), involving the Company and one or more businesses;, then in connection with such proposed Business Combination, it, he or she shall
(i) vote any shares of capital stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of capital stock owned by it, him or her in connection with such stockholder approval.
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3. |
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof. This Letter Agreement may not be changed, amended, modified or waived as to any particular provision,
except by a written instrument executed by all parties hereto.
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4. |
This Letter Agreement shall be binding on the Investor and its respective successors, heirs and assigns and permitted transferees.
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5. |
This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
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6. |
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
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7. |
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and
enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.
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8. |
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or other electronic transmission.
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9. |
This Letter Agreement shall terminate on the earlier of (i) the consummation of a Business Combination with an unaffiliated third party and (ii) the liquidation of the Company.
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INVESTOR
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JACKSON INVESTMENT GROUP, LLC
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By:
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/s/ Richard L. Jackson
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Name: Richard L. Jackson
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Title: Chief Executive Officer
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FIRST LIGHT ACQUISITION GROUP, INC.
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By:
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/s/ Michael J. Alber
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Name: Michael J. Alber
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Title: Chief Financial Officer
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JACKSON INVESTMENT GROUP, LLC
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By: /s/ Richard L. Jackson
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Richard L. Jackson, Chief Executive Officer
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/s/ Richard L. Jackson
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Richard L. Jackson
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