As confidentially submitted to the U.S. Securities and Exchange Commission on March 23, 2023. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential.

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Phygital Immersive Limited

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Cayman Islands		3690		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

John R. Vetterli Chang-Do Gong Elliott M. Smith White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200		Michael L. Fitzgerald Joy K. Gallup Paul Hastings LLP 200 Park Avenue New York, New York 10166 (212) 318-6000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act  ☐

 

*	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED March [●], 2023

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF JAGUAR GLOBAL GROWTH CORPORATION I

AND

PROSPECTUS FOR UP TO                 ORDINARY SHARES,                WARRANTS,

AND                 ORDINARY SHARES UNDERLYING WARRANTS

OF

PHYGITAL IMMERSIVE LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING OF JAGUAR GLOBAL GROWTH CORPORATION I TO BE HELD ON                  , 2023

Dear Shareholders of Jaguar Global Growth Corporation I:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Jaguar Global Growth Corporation I (“JGGC”), to be held at                 , and online via live webcast, at , Eastern Time, on                 , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. To attend and participate in the Extraordinary General Meeting virtually, you must register at the JGGC meeting website, which is accessible through the following link:                 . Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Extraordinary General Meeting and to vote and submit questions during the Extraordinary General Meeting.

At the Extraordinary General Meeting, JGGC’s shareholders will be asked to consider and vote upon a proposal to approve, by ordinary resolution, a business combination (the “Business Combination”) by the approval of:

 

(1)

that certain Business Combination Agreement, dated as of March 2, 2023 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), that JGGC has entered into with Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea and wholly owned direct subsidiary of JGGC (“Exchange Sub”), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of the Republic of Korea (“GLAAM”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things:

 

(i)

JGGC shall be merged with and into New PubCo, with New PubCo surviving the merger (the “Merger”),

 

(ii)

immediately thereafter, New PubCo shall issue a number of ordinary shares, par value $0.0001 per share, of New PubCo (the “New PubCo Ordinary Shares”), equal to the quotient of (1) (A) $183,600,000 plus (B) the aggregate amount of proceeds actually received pursuant to all Approved GLAAM Financings (as defined below) as of immediately prior to the effective time of the Merger, divided by (2) the redemption price per ordinary share payable to JGGC shareholders that elect to redeem JGGC ordinary shares in connection with the Business Combination (such number of shares, the “Aggregate Share Swap Consideration”), to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a non-interest bearing note (in a form that is reasonably acceptable to the parties) to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of the Aggregate Share Swap Consideration so transferred, and

 

(iii)

all shareholders of GLAAM (the “GLAAM Shareholders”) will transfer their respective common shares, par value W 500 per share, of GLAAM (the “GLAAM Common Shares”), to Exchange Sub in connection with the exchange of GLAAM Common Shares for New PubCo Ordinary Shares pursuant to the Business Combination Agreement (the “Share Swap”), and

 

(2)

the transactions contemplated by the Business Combination Agreement, and the other agreements entered into or to be entered into by JGGC in connection with the Business Combination (collectively, the “Transactions”) (such proposal, the “Business Combination Proposal”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the transactions described below will occur.

At the effective time of the Merger: (i) each unit of JGGC (each, a “JGGC Unit”) will be automatically separated and each holder will be deemed to hold one Class A ordinary share of JGGC (each, a “JGGC Class A Ordinary Share”), one right entitling the holder thereof to receive one-twelfth of one JGGC Class A Ordinary Share upon the consummation by JGGC of a business combination (each, a “JGGC Right”) and one-half of one warrant, per JGGC Unit, (ii) all ordinary shares of JGGC that are owned by JGGC or any wholly owned subsidiary of JGGC immediately prior to the Merger shall automatically be canceled, and no New PubCo Ordinary Shares or other consideration shall be delivered in exchange therefor, (iii) each JGGC Class A Ordinary Share and each Class B ordinary share of JGGC (each, a “JGGC Class B Ordinary Share”) that is issued and outstanding immediately prior to the Merger will be converted into and shall for all purposes represent only the right to receive one issued, fully paid and non-assessable New PubCo Ordinary Share, (iv) all outstanding warrants to purchase ordinary shares of JGGC (the “JGGC Warrants”) will be converted into warrants to purchase the same number of New PubCo Ordinary Shares and all rights with respect to JGGC ordinary shares under such JGGC Warrants will be converted into rights with respect to the applicable New PubCo Ordinary Shares (the “New PubCo Converted Warrants”), (v) each JGGC Right that is issued and outstanding immediately prior to the Merger will be converted into the number of New PubCo Ordinary Shares that would have been received by the holder thereof if such JGGC Right had been converted upon the consummation of a business combination into JGGC Class A Ordinary Shares and all JGGC Rights shall no longer be outstanding and shall automatically be canceled by virtue of the Merger and each former holder of JGGC Rights shall thereafter cease to have any rights with respect thereto, except the right to receive New PubCo Ordinary Shares and (vi) all of the issued share capital in New PubCo as of immediately prior to the Merger will be cancelled.

At the effective time of the Share Swap, (i) the right to each GLAAM Common Share held by the GLAAM Shareholders in connection immediately prior to the Share Swap shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and non-assessable New PubCo Ordinary Shares equal to the quotient of (a) the Aggregate Share Swap Consideration divided by (b) the sum of (x) the aggregate number of GLAAM Common Shares that are issued and outstanding as of immediately prior to the effective time of the Share Swap and (y) the number of GLAAM Common Shares issuable upon full exercise, exchange or conversion of all options to purchase GLAAM Common Shares (the “GLAAM Options”) (calculated using the treasury method of accounting on a cashless exercise basis), and assuming conversion of all such GLAAM Options in accordance with the terms of the Business Combination Agreement, outstanding as of immediately prior to the effective time of the Share Swap (such quotient, the “GLAAM Exchange Ratio”); and (ii) each GLAAM Option shall be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such GLAAM Option, the number of New PubCo Ordinary Shares (rounded down to the nearest whole share), determined by multiplying the number of GLAAM Common Shares subject to such GLAAM Option as of immediately prior to the Share Swap by the GLAAM Exchange Ratio, at an exercise price per GLAAM Common Share (rounded up to the nearest whole cent) equal to (x) the exercise price per GLAAM Common Share of such GLAAM Option divided by (y) the GLAAM Exchange Ratio (each a “New PubCo Converted Option”) in accordance with the Closing Payments Schedule (defined below and in the Business Combination Agreement).

As described under “The Business Combination—Consideration to be Received in the Business Combination,” the valuation ascribed to GLAAM in the Business Combination is calculated pursuant to the term “Closing Equity Value.” The Closing Equity Value is a U.S. dollar-denominated base amount equal to 183,600,000, which is subject to adjustments as more fully described in the accompanying proxy statement/prospectus, by adding the aggregate amount of proceeds actually received pursuant to any offer, sale and issuance, in a bona fide equity financing transaction of GLAAM Common Shares that is approved by JGGC in writing (which approval shall not be unreasonably withheld, conditioned or delayed) pursuant to which GLAAM receives proceeds following the date of the Business Combination Agreement and prior to the Closing (each such financing transaction, an “Approved GLAAM Financing”).

In the event that immediately following the Closing, the total number of issued and outstanding New PubCo Ordinary Shares collectively owned beneficially or of record by Houngki Kim and Ho Joon Lee (collectively, the “GLAAM Founders”), calculated as of immediately following the Closing assuming (i) conversion of all issued and outstanding securities of New PubCo that are convertible into New PubCo Ordinary Shares and (ii) settlement of all issued and outstanding restricted stock rights of New PubCo (the “GLAAM Founder Closing Ownership Stake”) would not constitute at least 12.5% of the total number of issued and outstanding New PubCo Ordinary Shares, calculated as of immediately following the Closing assuming (i) conversion of all issued and outstanding securities of New PubCo that are convertible into New PubCo Ordinary Shares and (ii) settlement of all issued and outstanding restricted stock rights of New PubCo (the “New PubCo Closing Fully Diluted Capital”), then prior to the Closing, New PubCo, JGGC and GLAAM shall enter into an agreement with GLAAM Founders on reasonable terms pursuant to which New PubCo will issue to the GLAAM Founders a number of warrants to purchase New PubCo Ordinary Shares (the “New PubCo Founder Warrants”) such that following the issuance of such warrants to the GLAAM Founders, the GLAAM Founder Closing Ownership Stake shall constitute 12.5% of the New PubCo Closing Fully Diluted Capital. The New PubCo Founder Warrants will have the same exercise price and substantially the same term, exercisability, vesting schedule and other rights, obligations and conditions as the New PubCo Converted Warrants.

Pursuant to a letter agreement, entered into concurrently with the Business Combination Agreement, by and among the GLAAM Founders, New PubCo, Exchange Sub, JGGC and GLAAM (the “GLAAM Founder Earnout Letter”), at the Closing, New PubCo shall issue or cause to be issued to the GLAAM Founders (in the aggregate), (i) 1,666,666.67 restricted stock rights of New PubCo (the “New PubCo Series I RSRs”), (ii) 1,666,666.67 restricted stock rights of New PubCo (the “New PubCo Series II RSRs”), and (iii) 1,666,666.67 restricted stock rights of New PubCo (the “New PubCo Series III RSRs,” and together with the New PubCo Series I RSRs and the New PubCo Series II RSRs, the “New PubCo Earnout RSRs”), in each case upon the terms and subject to the conditions set forth in the GLAAM Founder Earnout Letter, and New PubCo shall reserve and allot a number of New PubCo Ordinary Shares for issuance upon settlement of such New PubCo Earnout RSRs (collectively, the “Earnout Shares”) if the daily volume-weighted average price (“VWAP”) of New PubCo Ordinary Shares is greater than or equal to (a) $12.00, (b) $14.00, or (c) $16.00, respectively (collectively, the “Triggering Events”), in each case, for twenty (20) days on which trading in New PubCo Ordinary Shares (each a “Trading Day”) occurs on the Nasdaq Global Market (“Nasdaq”) or such other national securities exchange on which New PubCo Ordinary Shares are traded within any thirty (30) consecutive Trading Day period occurring during the period commencing at Closing and ending on the third anniversary of the Closing (the “Earnout Period”). In the event that during the Earnout Period, in a single transaction or a series of related transactions, (i) a merger, consolidation, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction with respect to New PubCo, in each case, in which shares of New PubCo are exchanged for cash, securities of another person or entity, or other property (excluding, for the avoidance of doubt, any domestication of New PubCo or any other transaction in which New PubCo Ordinary Shares are exchanged for substantially similar securities of New PubCo or any successor entity of New PubCo) or (ii) the sale, lease or other disposition, directly or indirectly, by New PubCo of all or substantially all of the assets of New PubCo and its subsidiaries, taken as a whole (excluding any such sale or other disposition to an entity at least a majority of the combined voting power of the voting securities of which are owned by holders of New PubCo Ordinary Shares) (an “Earnout Strategic Transaction”)is consummated, and the per share value in such transaction is greater than or equal to (a) $12.00, (b) $14.00, or (c) $16.00 per share, then the corresponding Earnout Shares underlying the New PubCo Series I RSRs, the New PubCo Series II RSRs, or the New PubCo Series III RSRs, as the case may be, together with any Earnout Shares not previously issued pursuant to the GLAAM Founder Earnout Letter will be issued or deemed to have been issued by New PubCo immediately prior to the consummation of such transaction. The recipients of such issued or deemed to be issued Earnout Shares shall be eligible to participate with respect thereto in such Earnout Strategic Transaction.

Pursuant to the Business Combination Agreement, during the period from the date of the Business Combination Agreement and continuing until the earlier of the termination thereof pursuant to its terms and the Closing (the “Interim Period”) the parties thereto may (A) identify and seek additional sources of financing on behalf of New PubCo and/or GLAAM from third party financing sources, including in the form of (w) a private placement of New PubCo Ordinary Shares to be consummated at the Closing (a “PIPE Investment”), (x) an

Approved GLAAM Financing, (y) an equity line of credit or similar financing arrangement to be in place and available to New PubCo as of the Closing (subclauses (w)—(y) collectively, “Equity Financing Arrangements”) and/or (z) debt financing arrangements for borrowed money entered into by GLAAM, New PubCo and/or JGGC (together with Equity Financing Arrangements, “Financing Arrangements”) and (B) negotiate definitive agreements on terms reasonably acceptable to GLAAM and JGGC as necessary to effectuate any Financing Arrangement, including, with respect to PIPE Investments, subscription agreements to purchase New PubCo Ordinary Shares. In the event that any GLAAM Shareholders make demands for appraisal under the Commercial Korean Code in respect of the Transactions, the parties agree to reasonably cooperate in procuring Financing Arrangements as necessary to address any liquidity or other financial consequences to the GLAAM or New PubCo (following the Closing) resulting from such demands for appraisal. As of the date of the accompanying proxy statement/prospectus, no party to the Business Combination Agreement has entered into any PIPE Investment or other Financing Arrangements.

It is anticipated that, upon consummation of the Business Combination, in the “No Redemption Scenario,” which assumes that none of JGGC’s existing shareholders exercise their redemption rights and subject to the other assumptions set forth in the accompanying proxy statement/prospectus under “Presentation of Certain Assumptions Relating to the Business Combination,” the GLAAM Founders, GLAAM’s other existing shareholders, the holders (the “Public Shareholders”) of the JGGC Class A Ordinary Shares included as part of the JGGC Units (the “Public Shares”) sold in JGGC’s initial public offering (“IPO”), JGGC’s rights holders and the Sponsor together with the current independent directors of JGGC, will own approximately 1.3%, 34.8%, 47.9%, 4.0% and 12.0%, respectively, of the issued and outstanding share capital of New PubCo.

In addition, it is anticipated that, upon consummation of the Business Combination, in the “Interim Redemption Scenario,” which assumes that 11,500,000 of JGGC Class A Ordinary Shares (or 50% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per JGGC Class A Ordinary Share or $121,900,000 in the aggregate (based on the estimated value of the Trust Account at Closing), and subject to the other assumptions set forth in the accompanying proxy statement/prospectus under “Presentation of Certain Assumptions Relating to the Business Combination,” the GLAAM Founders, GLAAM’s other existing shareholders, JGGC’s Public Shareholders, JGGC’s rights holders and the Sponsor together with the current independent directors of JGGC, will own approximately 1.7%, 43.4%, 29.9%, 5.0% and 20.0%, respectively, of the issued and outstanding share capital of New PubCo.

In addition, it is anticipated that, upon consummation of the Business Combination, in the “Maximum Redemption Scenario,” which assumes that 23,000,000 of JGGC Class A Ordinary Shares (or 100% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per JGGC Class A Ordinary Share or $243,800,000 in the aggregate (based on the estimated value of the Trust Account at Closing), and subject to the other assumptions set forth in the accompanying proxy statement/prospectus under “Presentation of Certain Assumptions Relating to the Business Combination,” the GLAAM Founders, GLAAM’s other existing shareholders, JGGC’s Public Shareholders, JGGC’s rights holders and the Sponsor together with the current independent directors of JGGC, will own approximately 2.6%, 66.8%, 0.0%, 7.7% and 23.0%, respectively, of the issued and outstanding share capital of New PubCo.

The percentages referred to above do not include any other transactions that may be entered into after the date of the accompanying proxy statement/prospectus or any exercise or conversion of the New PubCo Converted Warrants or the New PubCo Founder Warrants. If any Equity Financing Arrangements (including any PIPE Investment) are entered into in connection with the Business Combination, or if any of the other assumptions are not true, these percentages will be different. You should read “The Business Combination Agreement—Ownership of, and Voting Rights in, New PubCo Following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying proxy statement/prospectus for further information.

New PubCo expects to qualify as a foreign private issuer under applicable U.S. federal securities laws. As a foreign private issuer whose securities are expected to be listed on Nasdaq, New PubCo will be permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements. New PubCo

may take advantage of certain exemptions available to it as a foreign private issuer so long as it continues to qualify as a foreign private issuer. See “Risk Factors—Risks Related to New PubCo—As a foreign private issuer and a company treated as an “emerging growth company” for certain purposes, New PubCo will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.,” “Risk Factors—Risks Related to New PubCo—As a foreign private issuer, New PubCo is permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers. This may afford less protection to holders of New PubCo Ordinary Shares.”

In addition to the Business Combination Proposal, you will also be asked to consider and vote upon:

 

(a)

a proposal to approve, by special resolution, the plan of merger relating to the Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Merger Proposal”);

 

(b)

Three separate proposals (collectively, the “Governing Documents Proposals”) to approve, on a non-binding advisory basis, by ordinary resolution, certain material differences between the amended and restated memorandum and articles of association of New PubCo to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of JGGC (the “Existing Governing Documents”);

 

(c)

a proposal to approve, by ordinary resolution, the New PubCo Equity Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “New PubCo Equity Plan Proposal”); and

 

(d)

a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting a later date or dates, if necessary (i) to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to JGGC shareholders or (ii) to permit further solicitation of additional proxies from JGGC shareholders in favor of one or more of the proposals at the Extraordinary General Meeting (the “Adjournment Proposal”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each JGGC shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including the GLAAM Support Agreement, Sponsor Support Agreement, the Registration Rights Agreement, the GLAAM Founder Earnout Letter and any agreements which may be entered into in connection with any Financing Arrangements (as permitted by the Business Combination Agreement) (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal—Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.

The JGGC Class A Ordinary Shares, JGGC Rights, JGGC Warrants and JGGC Units are currently listed on Nasdaq under the symbols “JGGC,” “JGGCR,” “JGGCW” and “JGGCU,” respectively. Upon the consummation of the Business Combination, New PubCo is expected to be renamed [●]. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the parties are required to cause the New PubCo Ordinary Shares and the New PubCo Converted Warrants issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New PubCo Ordinary Shares and the New PubCo Converted Warrants will be listed, subject to Nasdaq approval, under the proposed symbols “[●]” and “[●]W”, respectively. It is important for you to know that, at the time of the Extraordinary General Meeting, the parties may not have received from Nasdaq either confirmation of the listing of the New PubCo Ordinary Shares and the New PubCo Converted Warrants or that approval thereof will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such listing condition is waived by the parties to the Business

Combination and therefore the New PubCo Securities would not be listed on Nasdaq or any other nationally recognized securities exchange.

Each of JGGC and GLAAM is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, and New PubCo is and, following the Business Combination, will be, an “emerging growth company.” As such, New PubCo is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and certain reduced, or exempted, disclosure obligations. See “Risk Factors—Risks Related to New PubCo—As a foreign private issuer and a company treated as an “emerging growth company” for certain purposes, New PubCo will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.”

Pursuant to the Existing Governing Documents, JGGC is providing its shareholders with the opportunity to have their Public Shares redeemed at the consummation of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding JGGC Class A Ordinary Shares included as part of the JGGC Units sold in JGGC’s IPO, subject to the limitations described in the accompanying proxy statement/prospectus. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of [●], 2023 of $[●], the estimated per share redemption price would have been approximately $[●]. JGGC Public Shareholders may elect to redeem their Public Shares even if they vote for the Business Combination Proposal and the other proposals. The Existing Governing Documents provide that a JGGC Public Shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any JGGC Class A Ordinary Shares, will be restricted from exercising their redemption right in an amount of shares exceeding 15% of the Public Shares in the aggregate without our prior consent. There will be no redemption rights with respect to the JGGC warrants.

Concurrently with the execution of the Business Combination Agreement, certain GLAAM Shareholders, JGGC, New PubCo and GLAAM entered into the GLAAM Support Agreement pursuant to which, among other things, such GLAAM Shareholders have agreed to (a) vote their respective GLAAM Common Shares in favor of the approval and adoption of the Business Combination Agreement and the Transactions, (b) certain transfer restrictions with respect to such GLAAM Common Shares (unless the transferee enters into a written agreement in form and substance reasonably satisfactory to JGGC and GLAAM agreeing to be bound by the applicable provisions of the GLAAM Support Agreement prior to or concurrently with the occurrence of such transfer) and (c) waive any appraisal rights (including under the Korean Commercial Code) with respect to the Transactions.

Concurrently with the execution of the Business Combination Agreement, New PubCo, JGGC, GLAAM and the Sponsor entered into the Sponsor Support Agreement pursuant to which Sponsor agreed to, among other things, (a) certain restrictions on transfer relating to its ordinary shares of JGGC prior to the Closing as set forth therein, (b) not redeem any of its shares of JGGC in connection with the vote to approve the Transactions or any proposal to extend the date by which JGGC must complete an initial business combination, (c) vote in favor of the Merger and the other Transactions and against any alternative transaction, (d) waive certain anti-dilution provisions contained in JGGC’s Existing Governing Documents in connection with the Merger and (e) subject a certain number of New PubCo Ordinary Shares received by the Sponsor at Closing to vesting (or forfeiture if such shares have not vested prior to the expiration of the applicable vesting period).

In addition, immediately prior to the effective time of the Merger, New PubCo, JGGC and the warrant agent under the warrant agreement, dated as of February 10, 2022, between JGGC and the Continental Stock Transfer & Trust Company will enter into an assignment, assumption and amendment agreement (the “Assignment, Assumption and Amendment Agreement”) pursuant to which, among other things, JGGC will assign to New PubCo all of its rights, interests, and obligations in and under the warrant agreement upon the Merger, and New PubCo will assume the warrants provided for under the warrant agreement. See “Business Combination Proposal—Certain Agreements Related to the Business Combination—Assignment, Assumption

and Amendment Agreement” in the accompanying proxy statement/prospectus for more information related to the Assignment, Assumption and Amendment Agreement.

JGGC is providing the accompanying proxy statement/prospectus and the accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination, and other related business to be considered by JGGC shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all JGGC shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 63 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of JGGC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals, the New PubCo Equity Plan Proposal and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of JGGC, you should keep in mind that JGGC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Business Combination Proposal—Interests of JGGC’s Directors and Executive Officers and the Sponsor in the Business Combination” and “Risk Factors—Risks Related to JGGC and the Business Combination—The Sponsor, directors and officers may have a conflict of interest in determining to pursue the Business Combination or any other business combination, since certain of their interests are different from or in addition to (and may conflict with) the interests of JGGC’s Public Shareholders, and such interests may have influenced the JGGC board of directors’ decisions to approve the Business Combination and recommend that JGGC’s shareholders approve the Business Combination Proposal” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds (2/3) of the issued JGGC ordinary shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The approval of each of the Business Combination Proposal, the Governing Documents Proposals, the New PubCo Equity Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued JGGC ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The Business Combination will be consummated only if the Business Combination Proposal and the Merger Proposal are approved at the Extraordinary General Meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting.

Accordingly, your failure to vote by proxy or to vote in person at the Extraordinary General Meeting will have no effect on the outcome of the vote on any of the proposals presented at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER OR DELIVER YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT BY 5:00 PM (EASTERN TIME) ON [●] (AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING). IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER OR DELIVER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of JGGC’s board of directors, I would like to thank you for your support and look forward to the successful consummation of the Business Combination.

[●], 2023

Sincerely,

Gary R. Garrabrant

Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated as of, and is first being mailed to shareholders on or about, [●], 2023.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED [●]

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF JAGUAR GLOBAL GROWTH CORPORATION I

AND

PROSPECTUS FOR UP TO [●] ORDINARY SHARES,

[●] WARRANTS,

AND [●] ORDINARY SHARES UNDERLYING WARRANTS

OF

PHYGITAL IMMERSIVE LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING OF JAGUAR GLOBAL GROWTH CORPORATION I TO BE HELD ON [●]

To the Shareholders of Jaguar Global Growth Corporation I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Jaguar Global Growth Corporation I, a Cayman Islands exempted company (“JGGC”), to be held at [●] located at [●], United States, and online via live webcast, at [●], Eastern Time, on [●], 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. To attend and participate in the Extraordinary General Meeting virtually, you must register at the JGGC meeting website, which is accessible through the following link: [●]. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Extraordinary General Meeting and to vote and submit questions during the Extraordinary General Meeting. You are cordially invited to attend the Extraordinary General Meeting for the following purposes:

 

(1)

Proposal No. 1—The Business Combination Proposal: to consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, dated as of March 2, 2023 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement,” and, the transactions contemplated thereby, collectively, the “Business Combination”), by and among JGGC, Phygital Immersive Limited, a Cayman Islands exempted company (“New PubCo”), Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea and wholly owned direct subsidiary of JGGC (“Exchange Sub”), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of the Republic of Korea (“GLAAM”), a copy of which is attached to this proxy statement/prospectus as Annex A, pursuant to which, among other things, (i) JGGC shall be merged with and into New PubCo, with New PubCo surviving the merger (the “Merger”), (ii) immediately thereafter, New PubCo shall issue a number of ordinary shares, par value $0.0001 per share, of New PubCo (the “New PubCo Ordinary Shares”), equal to the Aggregate Share Swap Consideration (as defined below) to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a non-interest bearing note to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of the Aggregate Share Swap Consideration so transferred, and (iii) all shareholders of GLAAM (the “GLAAM Shareholders”) will transfer their respective common shares, par value W 500 per share, of GLAAM (the “GLAAM Common Shares”), to Exchange Sub in connection with the exchange of GLAAM Common Shares for New PubCo Ordinary Shares pursuant to the Business Combination Agreement (the “Share Swap”), which includes the approval of the transactions contemplated by the Business Combination Agreement, and the other agreements entered into or to be entered into by JGGC in connection with the Business Combination (the “Business Combination Proposal”);

 

(2)

Proposal No. 2—The Merger Proposal: to approve, by special resolutions,

(a) JGGC be authorized to merge with and into New PubCo, so that JGGC be the merging company and all the undertaking, property, and liabilities of the merging company vest in the surviving company by virtue of the such merger pursuant to Part XVI of the Companies Act (As Revised); and

(b) the plan of merger relating to the Merger, a copy of which is attached to this proxy statement/prospectus as Annex B, pursuant to which JGGC will merge with and into New PubCo, with New PubCo being the surviving entity (the “Merger Proposal”);

(3)

Proposal No. 3—The Governing Documents Proposals: to consider and vote upon three separate proposals (collectively, the “Governing Documents Proposals”) to approve, on an advisory non-binding basis, by ordinary resolution, material differences between the amended and restated memorandum and articles of association of New PubCo to be in effect following the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex C (the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of JGGC (the “Existing Governing Documents”);

 

(4)

Proposal No. 4- The New PubCo Equity Plan Proposal: to consider and vote upon, by ordinary resolution, a proposal to approve the New PubCo Equity Plan (the “New PubCo Equity Plan Proposal”); and

 

(5)

Proposal No. 5—The Adjournment Proposal: to consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates if necessary (i) to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to JGGC shareholders or (ii) to permit further solicitation of additional proxies from JGGC shareholders in favor of one or more of the proposals at the Extraordinary General Meeting (the “Adjournment Proposal”).

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal and the Merger Proposal, but is not conditioned on the Governing Documents Proposals, the New PubCo Equity Plan Proposal or the Adjournment Proposal. The Business Combination Proposal and the Merger Proposal are cross-conditioned on the approval of each other, the Governing Documents Proposals and the New PubCo Equity Plan Proposal are conditioned on the approval of the Business Combination Proposal and the Merger Proposal, and the Adjournment Proposal is not conditioned on the approval of any other proposal.

Only holders of record of JGGC’s Class A ordinary shares, par value $0.0001 per share (“JGGC Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (“JGGC Class B Ordinary Shares,” and together with the JGGC Class A Ordinary Shares, “JGGC Ordinary Shares”) at the close of business on [●], 2023 are entitled to notice of and to attend, vote and have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to JGGC shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination, each of the proposals being presented at the Extraordinary General Meeting (collectively, the “Transaction Proposals”) and other related business to be considered by JGGC shareholders at the Extraordinary General Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting all JGGC shareholders are urged to read this proxy statement/prospectus, including the Annexes thereto and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 63 of this proxy statement/prospectus.

After careful consideration, the board of directors of JGGC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” all Transaction Proposals presented to JGGC’s shareholders. When you consider the recommendation of these proposals by the board of directors of JGGC, you should keep in mind that JGGC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Business Combination Proposal—Interests of JGGC’s Directors and Executive Officers and the Sponsor in the Business Combination” and “Risk Factors—Risks Related to JGGC and the Business Combination—The Sponsor, directors and officers may have a conflict of interest in determining to pursue the Business Combination or any other business combination, since certain of their interests are different from or in

addition to (and may conflict with) the interests of JGGC’s Public Shareholders, and such interests may have influenced the JGGC board of directors’ decisions to approve the Business Combination and recommend that JGGC’s shareholders approve the Business Combination Proposal” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, holders of JGGC Class A Ordinary Shares sold in the IPO (such shares, the “Public Shares” and such holders the “Public Shareholders”) may request that JGGC redeem all or a portion of their Public Shares for cash if the Business Combination is consummated. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

(i)

(a) hold Public Shares, or (b) if you hold Public Shares through JGGC Units, you elect to separate your JGGC Units into the underlying Public Shares, JGGC Rights and JGGC Warrants prior to exercising your redemption rights with respect to the Public Shares;

 

(ii)

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), JGGC’s transfer agent, in which you (a) request that JGGC redeem all or a portion of your Public Shares for cash, and (b) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

 

(iii)

deliver your share certificates (if any) and other redemption forms (as applicable) to Continental electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●], 2023 (two business days before the scheduled date of the Extraordinary General Meeting) in order for their Public Shares to be redeemed.

Holders of Public Shares seeking to exercise their redemption rights will be required to either tender or deliver their certificates (if any) along with any other redemption forms to JGGC’s transfer agent or to deliver their Public Shares to the transfer agent electronically using DTC’s Deposit/Withdrawal At Custodian (DWAC) System, at the holder’s option, in each case not later than 5:00 p.m. Eastern Time, on [●], 2023 (two business days before the scheduled date of the Extraordinary General Meeting). The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public Shareholders may elect to redeem Public Shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the proposed Business Combination is not approved or completed for any reason, then such redemptions shall be cancelled and share certificates (if any) returned to the relevant Public Shareholders, as appropriate. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, JGGC will redeem such Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in JGGC’s trust account, including interest earned on the funds held in the trust account and not previously released to JGGC to pay its tax obligations, if any, divided by the number of then-outstanding Public Shares, calculated as of two days prior to the consummation of the Business Combination. For illustrative purposes, as of [●], 2023, this would have amounted to approximately $[●] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “The Extraordinary General Meeting of JGGC Shareholders—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing redemption rights, the Existing Governing Documents provide that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without the prior consent of JGGC. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess Public Shares would be converted into New PubCo Ordinary Shares in connection with the Business Combination. In addition, in no

event will JGGC redeem Public Shares in an amount that would cause JGGC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement. There will be no redemption rights with respect to the JGGC Warrants.

Jaguar Global Growth Partners I, LLC (the “Sponsor”) and JGGC’s officers and directors have, pursuant to the Sponsor Support Agreement, dated as of March 2, 2023 (the “Sponsor Support Agreement”), agreed to, among other things, vote all of their JGGC Ordinary Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their anti-dilution rights with respect to their JGGC Class B Ordinary Shares in connection with consummation of the Business Combination.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus, including, among other things, the approval of the Transaction Proposals. There can be no assurance that the closing conditions will be satisfied or that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

As described under “The Business Combination—Consideration to be Received in the Business Combination,” the valuation ascribed to GLAAM in the Business Combination is calculated pursuant to the term “Closing Equity Value.” The Closing Equity Value is a U.S. dollar-denominated base amount equal to 183,600,000, which is subject to adjustments as more fully described in the accompanying proxy statement/prospectus, by adding the aggregate amount of proceeds actually received pursuant to any offer, sale and issuance, in a bona fide equity financing transaction of GLAAM Common Shares that is approved by JGGC in writing (which approval shall not be unreasonably withheld, conditioned or delayed) pursuant to which GLAAM receives proceeds following the date of the Business Combination Agreement and prior to the Closing (each such financing transaction, an “Approved GLAAM Financing”).

It is anticipated that, upon consummation of the Business Combination, in the “No Redemption Scenario,” which assumes that none of JGGC’s existing shareholders exercise their redemption rights and subject to the other assumptions set forth in the accompanying proxy statement/prospectus under “Presentation of Certain Assumptions Relating to the Business Combination,” the GLAAM Founders, GLAAM’s other existing shareholders, the Public Shareholders, JGGC’s rights holders and the Sponsor together with the current independent directors of JGGC, will own approximately 1.3%, 34.8%, 47.9%, 4.0% and 12.0%, respectively, of the issued and outstanding share capital of New PubCo.

In addition, it is anticipated that, upon consummation of the Business Combination, in the “Interim Redemption Scenario,” which assumes that 11,500,000 of JGGC Class A Ordinary Shares (or 50% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per JGGC Class A Ordinary Share or $121,900,000 in the aggregate (based on the estimated value of the Trust Account at Closing), and subject to the other assumptions set forth in the accompanying proxy statement/prospectus under “Presentation of Certain Assumptions Relating to the Business Combination,” the GLAAM Founders, GLAAM’s other existing shareholders, JGGC’s Public Shareholders, JGGC’s rights holders and the Sponsor together with the current independent directors of JGGC, will own approximately 1.7%, 43.4%, 29.9%, 5.0% and 20.0%, respectively, of the issued and outstanding share capital of New PubCo.

In addition, it is anticipated that, upon consummation of the Business Combination, in the “Maximum Redemption Scenario,” which assumes that 23,000,000 of JGGC Class A Ordinary Shares (or 100% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per JGGC Class A Ordinary Share or $243,800,000 in the aggregate (based on the estimated value of the Trust Account at Closing), and subject to the other assumptions set forth in the accompanying proxy statement/prospectus under “Presentation of Certain Assumptions Relating to the Business Combination,” the GLAAM Founders, GLAAM’s other existing shareholders, JGGC’s Public Shareholders, JGGC’s rights holders and the Sponsor together with the current independent directors of JGGC, will own approximately 2.6%, 66.8%, 0.0%, 7.7% and 23.0%, respectively, of the issued and outstanding share capital of New PubCo.

The percentages referred to above do not include any other transactions that may be entered into after the date of the accompanying proxy statement/prospectus or any exercise or conversion of the New PubCo Converted Warrants or the New PubCo Founder Warrants. If any Equity Financing Arrangements (including any PIPE Investment) are entered into in connection with the Business Combination, or if any of the other assumptions are not true, these percentages will be different. You should read “The Business Combination Agreement—Ownership of, and Voting Rights in, New PubCo Following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying proxy statement/prospectus for further information.

New PubCo expects to qualify as a foreign private issuer under applicable U.S. federal securities laws. As a foreign private issuer whose securities are expected to be listed on Nasdaq, New PubCo will be permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements. New PubCo may take advantage of certain exemptions available to it as a foreign private issuer so long as it continues to qualify as a foreign private issuer. See “Risk Factors—Risks Related to New PubCo—As a foreign private issuer and a company treated as an emerging growth company for certain purposes, New PubCo will have different disclosure and other requirements than U.S. domestic registrants and non-emerging growth companies.,” “Risk Factors—Risks Related to New PubCo—As a foreign private issuer, New PubCo is permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers. This may afford less protection to holders of New PubCo Ordinary Shares.”

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The Business Combination will be consummated only if the Business Combination Proposal and the Merger Proposal are approved at the Extraordinary General Meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. Accordingly, your failure to vote by proxy or to vote in person at the Extraordinary General Meeting will have no effect on the outcome of the vote on any of the proposals presented at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of this proxy statement/prospectus (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your JGGC Ordinary Shares, please contact Morrow Sodali LLC, JGGC’s proxy solicitor, by calling [●], or banks and brokers can call collect at [●], or by emailing [●].

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Jaguar Global Growth Corporation I,

Gary R. Garrabrant

Chief Executive Officer

This proxy statement/prospectus is dated as of [●] and is first being mailed to shareholders of JGGC on or about, [●], 2023.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Table of Contents

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS			1
CERTAIN CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS			2
FINANCIAL STATEMENT PRESENTATION			3
INDUSTRY AND MARKET DATA			4
PRESENTATION OF CERTAIN ASSUMPTIONS RELATING TO THE BUSINESS COMBINATION			5
FREQUENTLY USED TERMS			6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			13
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			15
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			36
SELECTED HISTORICAL FINANCIAL INFORMATION OF JGGC			58
SELECTED HISTORICAL FINANCIAL INFORMATION OF GLAAM			60
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			62
RISK FACTORS			63
EXTRAORDINARY GENERAL MEETING OF JGGC SHAREHOLDERS			121
PROPOSALS TO BE CONSIDERED BY JGGC SHAREHOLDERS			129
BUSINESS COMBINATION PROPOSAL			129
CERTAIN UNAUDITED PROJECTED FINANCIAL INFORMATION			142
THE BUSINESS COMBINATION AGREEMENT			154
CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION			173
MERGER PROPOSAL			175
GOVERNING DOCUMENTS PROPOSALS			177
GOVERNING DOCUMENTS PROPOSAL 3A — APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED SHARE CAPITAL, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS			179
GOVERNING DOCUMENTS PROPOSAL 3B — APPROVAL OF METHOD TO APPOINT AND ELECT DIRECTORS			181
GOVERNING DOCUMENTS PROPOSAL 3C — APPROVAL OF OTHER CHANGES IN CONNECTION WITH THE ADOPTION OF THE PROPOSED GOVERNING DOCUMENTS			183
NEW PUBCO EQUITY PLAN PROPOSAL			185
ADJOURNMENT PROPOSAL			194
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			195
U.S. FEDERAL INCOME TAX CONSIDERATIONS			196
CAYMAN ISLANDS TAX CONSIDERATIONS			209
BUSINESS OF JGGC			210
JGGC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION			231
BUSINESS OF GLAAM			236
CERTAIN JGGC RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			280
CERTAIN GLAAM AND NEW PUBCO RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			282
NEW PUBCO MANAGEMENT FOLLOWING THE BUSINESS COMBINATION			285
DESCRIPTION OF NEW PUBCO SECURITIES			294
PRICE RANGE OF SECURITIES AND DIVIDENDS			313
NEW PUBCO SECURITIES ELIGIBLE FOR FUTURE RESALE			314
BENEFICIAL OWNERSHIP OF SECURITIES			316
ADDITIONAL INFORMATION			319
WHERE YOU CAN FIND MORE INFORMATION			321
INDEX TO FINANCIAL STATEMENTS			F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS			II-1
ANNEXES
Annex A—The Business Combination Agreement
Annex B—Form of Plan of Merger

 

-i-

Annex C—Form of Amended and Restated Memorandum and Articles of Association
Annex D—Form of New PubCo Equity Plan
Annex E—Sponsor Support Agreement
Annex F—GLAAM Support Agreement
Annex G—GLAAM Founder Earnout Letter
Annex H—Form of Registration Rights Agreement
Annex I—Opinion of Houlihan Capital, LLC
Annex J—Form of Assignment, Assumption, and Amendment Agreement

 

ii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”) (File No. 333-[●]), constitutes a prospectus of New PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the New PubCo Ordinary Shares (as defined below) to be issued and the New PubCo warrants to be issued if the Business Combination (as defined below) described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of Jaguar Global Growth Corporation I (“JGGC”) shareholders at which JGGC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.

 

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CERTAIN CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

 

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“$” and “U.S. dollar” each refer to the United States dollar;

 

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“£” and “GBP” refers to the British pound sterling; and

 

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“W” and “KRW” refers to the South Korean Won.

 

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FINANCIAL STATEMENT PRESENTATION

New PubCo

New PubCo was incorporated on February 24, 2023 for the purpose of effectuating the Business Combination described herein. New PubCo has no material assets and does not operate any businesses. Accordingly, no financial statements of New PubCo have been included in this proxy statement/prospectus. Following the Business Combination, New PubCo will qualify as a foreign private issuer as defined under Rule 405 under the Securities Act and will prepare its financial statements denominated in U.S. dollars and in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Accordingly, the unaudited pro forma combined financial information presented in this proxy statement/prospectus have been prepared in accordance with IFRS and denominated in U.S. dollars.

JGGC

The audited financial statements as of and for the year ended December 31, 2022 and as of and for the period from March 31, 2021 (inception) to December 31, 2021, are included in this proxy statement/prospectus. Such audited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are denominated in U.S. dollars.

GLAAM

The financial statements of the Company as of and for the years ended December 31, 2022 and 2021 included in this proxy statement/prospectus have been prepared in accordance with IFRS and are denominated in South Korean Won.

Certain conventions used in this proxy statement/prospectus

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

 

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“$” and “U.S. dollar” each refer to the United States dollar;

 

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“£” and “GBP” refers to the British pound sterling; and

 

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“W” and “KRW” refers to the South Korean Won.

 

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INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which GLAAM competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with GLAAM’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and GLAAM’s management’s judgment where information is not publicly available. This information appears in “GLAAM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business of GLAAM” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

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PRESENTATION OF CERTAIN ASSUMPTIONS RELATING TO THE BUSINESS COMBINATION

We cannot predict the number of Public Shares that will be redeemed by our Public Shareholders in connection with the Business Combination. Therefore, in this proxy statement/prospectus, we present three alternative redemption scenarios to illustrate the effects that differing levels of redemptions of Public Shares will have on the economic and voting interests of JGGC Shareholders, the Sponsor and the GLAAM Shareholders.

The three alternative redemption scenarios presented in this proxy statement/prospectus are based on the following assumptions (in addition to the additional assumptions described below):

 

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the No Redemption Scenario assumes that no Public Shares are redeemed in connection with the Business Combination;

 

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the Interim Redemption Scenario assumes that 11,500,000 JGGC Class A Ordinary Shares (or 50% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per share or $121,900,000 in the aggregate (based on the estimated value of the Trust Account at Closing); and

 

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the Maximum Redemption Scenario assumes that 23,000,000 JGGC Class A Ordinary Shares (or 100% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per share or $243,800,000 in the aggregate (based on the estimated value of the Trust Account at Closing).

In addition, each alternative redemption scenario presented in this proxy statement/prospectus also assumes that:

 

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5,750,000 JGGC Class B Ordinary Shares (or 75% of such shares), which excludes the 1,916,667 JGGC Class B Ordinary Shares (or 25% of such shares) subject to vesting or forfeiture, have been converted into an equal number of JGGC Class A Ordinary Shares immediately prior to the consummation of the Business Combination;

 

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no equity or debt financings (including any PIPE Investments) are entered into prior to consummation of the Business Combination in connection with any Financing Arrangements or otherwise;

 

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100% of GLAAM’s Shareholders will partake in the Business Combination and exchange their direct or indirect equity interests in GLAAM for New PubCo Ordinary Shares; and

 

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Transaction Expenses will not exceed $30 million.

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “GLAAM” refers to the GLAAM, Co. Ltd., a corporation (chusik hoesa) organized under the laws of Korea, the term “JGGC” refers to Jaguar Global Growth Corporation I, a Cayman Islands exempted company, and the term “New PubCo” refers to Phygital Immersive Limited, a Cayman Islands exempted company.

All references to “New PubCo,” “we,” “us” or “our” refer to Phygital Immersive Limited, unless the context otherwise requires or as specified in certain sections or subsections of this proxy statement/prospectus, including, “Business of JGGC” and “Certain JGGC Relationships and Related Party Transactions” as indicated therein, in which case, “we,” “us,” or “our” refer to Jaguar Global Growth Corporation I, and its subsidiaries prior to the consummation of the Business Combination, and “Risk Factors—Risks Related to Our Industry and Company” and “Risk Factors—Risks Related to South Korea and Other Countries Where We Operate” as indicated therein, in which case, “we,” “us,” or “our” refer to GLAAM Co., Ltd.

In this proxy statement/prospectus:

“Adjournment Proposal” means the proposal being presented to the JGGC shareholders at the Extraordinary General Meeting to adjourn the Extraordinary General Meeting of the JGGC shareholders to a later date or dates, if necessary, (i) to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to JGGC shareholders or (ii) to permit further solicitation of additional proxies from JGGC shareholders in favor of one or more of the proposals at the Extraordinary General Meeting.

“Aggregate Share Swap Consideration” means a number of New PubCo Ordinary Shares equal to the quotient of (1) (A) $183,600,000 plus (B) the aggregate amount of proceeds actually received pursuant to all Approved GLAAM Financings as of immediately prior to the effective time of the Merger, divided by (2) the redemption price per ordinary share payable to JGGC shareholders that elect to redeem JGGC ordinary shares in connection with the Business Combination.

“Approved GLAAM Financing” means any offer, sale and issuance, in a bona fide equity financing transaction of GLAAM Common Shares that is approved by JGGC in writing (which approval shall not be unreasonably withheld, conditioned or delayed) pursuant to which GLAAM receives proceeds following the date of the Business Combination Agreement and prior to the Closing.

“Business Combination” means the Merger and the other transactions contemplated by the Business Combination Agreement, collectively.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 2, 2023, as may be amended, supplemented, or otherwise modified from time to time, by and among JGGC, GLAAM, Jaguar Global Growth Korea Co., Ltd, and Phygital Immersive Ltd.

“Business Combination Proposal” means the proposal being presented to the JGGC Shareholders at the Extraordinary General Meeting to approve, by ordinary resolution, the Business Combination Agreement, which proposal includes approval of the transactions contemplated by the Business Combination Agreement, and the other agreements entered into or to be entered into by JGGC in connection with the Business Combination, including those of which copies are attached to this proxy statement/prospectus as Annex A to Annex H.

“Business Day” shall mean any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York, Seoul, Republic of Korea or the Cayman Islands are authorized or required by Legal Requirements to close.

“Closing” means the consummation of the Business Combination.

 

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“Closing Equity Value” means a base amount equal to $183,600,000 plus the aggregate amount of proceeds actually received pursuant to all Approved GLAAM Financings (determined in U.S. dollars based on the applicable foreign exchange rate as of the date such amounts are so received) as of immediately prior to the effective time of the Merger.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“DOOH” means digital out of home.

“Earnout Period” means, with respect to the New PubCo Earnout RSRs, the period commencing at Closing and ending on the third anniversary of the Closing.

“Earnout Shares” means the shares issuable upon settlement of the New PubCo Earnout RSRs.

“Equity Financing” means (w) a PIPE Investment, (x) an Approved GLAAM Financing and/or (y) an equity line of credit or similar financing arrangement to be in place and available to New PubCo as of the Closing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Sub” means Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea and wholly owned direct subsidiary of JGGC.

“Existing Governing Documents” means the amended and restated memorandum and articles of association of JGGC.

“Extraordinary General Meeting” means the extraordinary general meeting of JGGC to be held at [●], and online via live webcast which is accessible through the following link: [●], at [●], Eastern Time, on [●], 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

“F Reorganization” means a mere change in identity, form, or place of organization of one corporation, however effected, pursuant to Section 368(a)(1)(F) of the Code.

“Financing Arrangements” means an Equity Financing and/or debt financing arrangements for borrowed money entered into by GLAAM, New PubCo and/or JGGC.

“FPCB” means flexible printed circuit board.

“Founder Shares” means the 7,666,667 JGGC Class B Ordinary Shares held by JGGC’s initial shareholders.

“GaaS” means glass as a service.

“GLAAM” means GLAAM, Co., Ltd., a corporation (chusik hoesa) organized under the laws of Korea.

“GLAAM Common Shares” means the common shares, KRW 500 par value per share, of GLAAM.

“GLAAM Exchange Ratio” means the quotient of (a) the Aggregate Share Swap Consideration divided by (b) the sum of (i) the aggregate number of GLAAM Common Shares that are issued and outstanding as of immediately prior to the effective time of the Share Swap and (ii) the number of GLAAM Common Shares issuable upon full exercise, exchange or conversion of all GLAAM Options (calculated using the treasury method of accounting on a cashless exercise basis), and assuming conversion of all such GLAAM Options in accordance with the terms of the Business Combination Agreement, outstanding as of immediately prior to the effective time of the Share Swap.

 

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“GLAAM Founder Closing Ownership Stake” means total number of issued and outstanding New PubCo Ordinary Shares collectively owned beneficially or of record by the GLAAM Founders, calculated as of immediately following the Closing assuming (i) conversion of all issued and outstanding securities of New PubCo that are convertible into New PubCo Ordinary Shares and (ii) settlement of all issued and outstanding restricted stock rights of New PubCo.

“GLAAM Founder Earnout Letter” means the letter agreement, dated March 2, 2023, by and among the GLAAM Founders, New PubCo, Exchange Sub, JGGC and GLAAM, a copy which is attached to the accompanying proxy statement/prospectus as Annex G, pursuant to which, at the Closing, New PubCo shall issue or cause to be issued to the GLAAM Founders (in the aggregate), (i) the 1,666,666.67 New PubCo Series I RSRs, (ii) the 1,666,666.67 New PubCo Series II RSRs and (iii) the 1,666,666.67 New PubCo Series III RSRs and setting forth the terms upon which such 5,000,000 New PubCo Earnout RSRs shall vest and be settled for New PubCo Ordinary Shares.

“GLAAM Founders” means Houngki Kim and Ho Joon Lee.

“GLAAM Options” means the options to purchase GLAAM Common Shares.

“GLAAM Shareholders” means the holders of GLAAM Common Shares.

“Governing Documents Proposals” means three separate proposals to approve, on a non-binding advisory basis, by special resolution, certain material differences between the Proposed Governing Documents and the Existing Governing Documents.

“Governmental Entity” means (a) any federal, provincial, state, local, municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body; (b) any self-regulatory organization; or (c) any political subdivision of any of the foregoing.

“IASB” means International Accounting Standards Board.

“IC semiconductor chip” means an integrated circuit chip.

“IFRS” means International Financial Reporting Standards, as issued by the IASB.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means JGGC’s initial public offering of JGGC Units, which was consummated on February 10, 2022.

“IRS” means the U.S. Internal Revenue Service.

“JGGC” means Jaguar Global Growth Corporation I, a Cayman Islands exempted company.

“JGGC Class A Ordinary Shares” means JGGC’s Class A ordinary shares, par value $0.0001 per share.

“JGGC Class B Ordinary Shares” means JGGC’s Class B ordinary shares, par value $0.0001 per share.

“JGGC Ordinary Shares” means, collectively, the JGGC Class A Ordinary Shares and the JGGC Class B Ordinary Shares.

“JGGC Private Placement Warrants” means the 12,450,000 warrants, each exercisable to purchase one JGGC Class A Ordinary Share, purchased by the Sponsor for a purchase price of $12,450,000, or $1.00 per warrant in a private placement that closed simultaneously with the IPO.

 

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“JGGC Public Warrants” means the redeemable warrants, each exercisable to purchase one JGGC Class A Ordinary Share, that were included in the JGGC Units.

“JGGC Rights” means the rights entitling the holder thereof to receive one-twelfth of one JGGC Class A Ordinary Share per right upon the consummation by JGGC of an initial business combination.

“JGGC Securities” means JGGC Class A Ordinary Shares, JGGC Rights and JGGC Warrants, collectively.

“JGGC Shareholders” means the holders of JGGC Ordinary Shares.

“JGGC Units” means the units sold in the IPO (including pursuant to the overallotment option), each consisting of one JGGC Class A Ordinary Share, one JGGC Right and one-half of one JGGC Public Warrant.

“JGGC Warrantholders” means holders of the JGGC Warrants.

“JGGC Warrants” means, collectively, the JGGC Public Warrants and the JGGC Private Placement Warrants.

“JOBS Act” means Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended.

“LED” means light-emitting diode.

“Legal Requirements” means any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, order, assessment, writ or other legal requirement, administrative policy or guidance or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

“Merger” means the merger of JGGC with and into New PubCo upon the terms and subject to the conditions set forth in the Business Combination Agreement, the plan of merger relating to the Merger and in accordance with the applicable provisions of the Companies Act, whereupon the separate corporate existence of JGGC will cease and New PubCo will continue its existence under the Companies Act as the surviving company.

“Merger Proposal” means the proposal being presented to the JGGC Shareholders at the Extraordinary General Meeting to approve, by special resolution, the Merger and the plan of merger relating to the Merger, a copy of which is attached to this proxy statement/prospectus as Annex B.

“Nasdaq” means the Nasdaq Global Market.

“New PubCo” means Phygital Immersive Limited, an exempted company with limited liability under the laws of the Cayman Islands incorporated by GLAAM to serve as “New PubCo” for all purposes under the Business Combination Agreement.

“New PubCo Closing Fully Diluted Capital” means the total number of issued and outstanding New PubCo Ordinary Shares, calculated as of immediately following the Closing assuming (i) conversion of all issued and outstanding securities of New PubCo that are convertible into New PubCo Ordinary Shares and (ii) settlement of all issued and outstanding restricted stock rights of New PubCo.

“New PubCo Converted Options” means the options to acquire New PubCo Ordinary Shares issued upon conversion of the GLAAM Options, in each case subject to substantially the same terms and conditions as were applicable under the converted GLAAM Option, the number of New PubCo Ordinary Shares (rounded down to the nearest whole share), determined by multiplying the number of GLAAM Common Shares subject to the converted GLAAM Option as of immediately prior to the Share Swap by the GLAAM Exchange Ratio, at an

 

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exercise price per GLAAM Common Share (rounded up to the nearest whole cent) equal to (x) the exercise price per GLAAM Common Share of the converted GLAAM Options divided by (y) the GLAAM Exchange Ratio.

“New PubCo Converted Warrants” means, collectively, the New PubCo Public Warrants and the New PubCo Private Warrants.

“New PubCo Earnout RSRs” means, collectively, the New PubCo Series I RSRs, the New PubCo Series II RSRs and the New PubCo Series III RSRs.

“New PubCo Equity Plan” means the proposed equity incentive plan for employees, directors and service providers of New PubCo and its subsidiaries to be in effect as of and contingent on the Closing, a copy of which is attached to this proxy statement/prospectus as Annex D.

“New PubCo Equity Plan Proposal” means the proposal being presented to the JGGC Shareholders at the Extraordinary General Meeting to proposal to approve, by ordinary resolution, the New PubCo Equity Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D.

“New PubCo Founder Warrants” means the warrants, if any, issued to the GLAAM Founders at Closing such that the GLAAM Founder Closing Ownership Stake shall constitute 12.5% of the New PubCo Closing Fully Diluted Capital.

“New PubCo Ordinary Shares” means the ordinary shares of New PubCo, par value $0.0001 per share.

“New PubCo Private Warrant” means a warrant to purchase one New PubCo Ordinary Share issued upon conversion of a JGGC Private Placement Warrant in the Merger.

“New PubCo Public Warrant” means a warrant to purchase one New PubCo Ordinary Share issued upon conversion of a JGGC Public Warrant in the Merger.

“New PubCo Securities” means New PubCo Ordinary Shares and New PubCo Warrants, collectively.

“New PubCo Series I RSRs” means the 1,666,666.67 restricted stock rights of New PubCo that will vest and be settled for an equal number of New PubCo Ordinary Shares if, during the Earnout Period, the daily VWAP of the New PubCo Ordinary Shares is greater than or equal to $12.00 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period.

“New PubCo Series II RSRs” means the 1,666,666.67 restricted stock rights of New PubCo that will vest and be settled for an equal number of New PubCo Ordinary Shares if, during the Earnout Period, the daily VWAP of the New PubCo Ordinary Shares is greater than or equal to $14.00 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period.

“New PubCo Series III RSRs” means the 1,666,666.67 restricted stock rights of New PubCo that will vest and be settled for an equal number of New PubCo Ordinary Shares if, during the Earnout Period, the daily VWAP of the New PubCo Ordinary Shares is greater than or equal to $16.00 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period.

“New PubCo Warrants” means, collectively, the New PubCo Converted Warrants and the New PubCo Founder Warrants.

“PFIC” means passive investment foreign company.

“Paul Hastings” means Paul Hastings LLP.

“PCAOB” means the Public Company Accounting Oversight Board.

 

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“PIPE” means any private investment in public equity which, in the context of the Business Combination, means a private investment in PubCo Ordinary Shares.

“PIPE Investment” means any transaction pursuant to which any PIPE investors may agree, pursuant to any PIPE subscription agreements to the extent entered into, to make one or more private investments to subscribe for and purchase New PubCo Ordinary Shares, to be consummated at the Closing.

“Proposed Governing Documents” means the proposed memorandum and articles of association of New PubCo to be in effect following the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex C.

“Public Shareholders” means the holders of the Public Shares.

“Public Shares” means the JGGC Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the JGGC Units or thereafter in the open market.

“Record Date” means [●].

“Registration Rights Agreement” means the Registration Rights Agreement to be entered into at Closing by and among New PubCo, the Sponsor and certain GLAAM Shareholders party thereto in the form attached to the Business Combination Agreement as Exhibit A, which will amend and restate the registration rights agreement, dated February 10, 2022, by and among JGGC, the Sponsor and other holders of JGGC Securities party thereto.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Swap” means the exchange of GLAAM Common Shares for New PubCo Ordinary Shares pursuant to the Business Combination Agreement.

“Share Swap Agreement” means the share swap agreement executed by Exchange Sub and GLAAM pursuant to the Business Combination Agreement.

“SLAM” means Super Large Architectural Media.

“Specified Period” means the later of (i) the date that is 180 days after the Closing and (ii) the VWAP for New PubCo Ordinary Share being at least $12.50 for 20 Trading Days within any 30-consecutive Trading Day period during the period following the Closing and ending on the five (5) year anniversary of the Closing.

“Sponsor” means Jaguar Global Growth Partners I, LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the support agreement dated March 2, 2023 entered into between JGGC, New PubCo, GLAAM, the Sponsor and the other Sponsor Parties party thereto.

“Trading Day” means any day on which New PubCo Ordinary Shares are tradeable on Nasdaq (or the principal securities exchange or securities market on which New PubCo Ordinary Shares are then traded).

“Transaction Documents” means, collectively, the Business Combination Agreement, the Sponsor Support Agreement, the GLAAM Support Agreement, the Registration Rights Agreement, the Share Swap Agreement and all the agreements, documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.

“Transaction Proposals” means each of the Business Combination Proposal, the Merger Proposal, the New PubCo Equity Plan Proposal, the Governing Documents Proposals and the Adjournment Proposal.

 

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“Transactions” means, collectively, the Merger, the Share Swap and each of the other transactions contemplated by the Business Combination Agreement or any of the other Transaction Documents.

“Transfer Agent” means Continental, JGGC’s transfer agent.

“Trust Account” means the trust account that holds a portion of the proceeds from the IPO and the concurrent sale of the JGGC Private Placement Warrants and that is maintained by Continental, acting as trustee.

“U.S.” means the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“U.S. Holder” means a beneficial owner of JGGC Securities or New PubCo Securities, as the case may be, who or that is for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) created or organized (or treated as created or organized) in or under the laws of the United States, any state therein or the District of Columbia; (iii) an estate the income of which is subject to the U.S. federal income taxation regardless of its source; or (iv) a trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.

“VWAP” means for each Trading Day, the daily volume-weighted average price for New PubCo Ordinary Shares on Nasdaq during the period beginning at 9:30:01 a.m., New York time on such Trading Day and ending at 4:00:00 p.m., New York time on such Trading Day, as reported by Bloomberg through its “HP” function (set to weighted average). If the VWAP cannot be calculated for New PubCo Ordinary Shares on such date(s) on the forgoing basis, the VWAP of such shares on such date(s) shall be the fair market value per share on such date(s) as reasonably determined by the PubCo Board.

“White & Case” means White & Case LLP.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for JGGC’s, GLAAM’s and New PubCo’s respective businesses, and the timing for and ability of JGGC and GLAAM to complete the Business Combination. These statements are based on the beliefs and assumptions of the management of JGGC and GLAAM. Although JGGC and GLAAM believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither JGGC nor GLAAM can assure you that either will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about JGGC and GLAAM prior to the Business Combination and New PubCo and GLAAM following the Business Combination, including:

 

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the ability to satisfy the closing conditions to the Business Combination, including approval by JGGC Shareholders and GLAAM Shareholders;

 

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the ability to realize the benefits expected from the Business Combination;

 

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the ability to consummate the Business Combination;

 

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the ability to obtain and/or maintain the listing of the New PubCo Ordinary Shares and the New PubCo Public Warrants on Nasdaq following the Business Combination;

 

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the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

 

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the significant market adoption, demand and opportunities in the construction and DOOH media industries for GLAAM’s products;

 

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the ability of GLAAM to remain competitive in the fourth generation architectural media glass industry in the face of future technological innovations;

 

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the ability of GLAAM to execute its international expansion strategy;

 

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the ability of GLAAM to protect its intellectual property rights;

 

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the ability of GLAAM’s larger projects, which are subject to protracted sales cycles, to be profitable;

 

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the raw materials, components, finished goods and services used by GLAAM to manufacture its products will continue to be available and will not be subject to significant price increases;

 

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the IT, vertical real estate and large format wallscape modified regulatory restrictions or building codes;

 

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the ability of GLAAM’s manufacturing facilities to meet their projected manufacturing costs and production capacity;

 

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the future financial performance of New PubCo and GLAAM following the Business Combination;

 

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the ability of New PubCo and GLAAM to retain or recruit, or to effect changes required in, their respective officers, key employees or directors following the Business Combination; and

 

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the ability of New PubCo and GLAAM to comply with laws and regulations applicable to its business.

 

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These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and JGGC’s and GLAAM’s management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of JGGC, GLAAM, New PubCo and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing JGGC’s, GLAAM’s or New PubCo’s management teams’ views as of any subsequent date. None of JGGC, GLAAM or New PubCo undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of JGGC’s, GLAAM’s or New PubCo’s assumptions prove incorrect, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

 

•

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

 

•

the outcome of any legal proceedings that may be instituted against JGGC, GLAAM or New PubCo following announcement of the Business Combination;

 

•

the inability to complete the Business Combination due to the failure to obtain approval of the JGGC Shareholders or GLAAM Shareholders, the inability to complete a Financing Arrangement or the failure of JGGC to satisfy the conditions to closing in the Business Combination Agreement;

 

•

the inability to obtain or maintain the listing of the New PubCo Ordinary Shares and New PubCo Public Warrants on Nasdaq following the Business Combination;

 

•

changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

 

•

changes in applicable laws or regulations;

 

•

the risk that the Business Combination disrupts current plans and operations of GLAAM;

 

•

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of New PubCo and GLAAM to grow and manage growth profitably;

 

•

costs related to the Business Combination; and

 

•

other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 63.

 

14

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all of the information that is important to JGGC Shareholders. JGGC Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and Annexes attached hereto and the other documents referred to herein. Unless the context otherwise requires, all references in this subsection to “JGGC,” “we,” “us” or “our” refer to the business of Jaguar Global Growth Corporation I prior to the consummation of the Business Combination.

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:

JGGC Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve the Business Combination Agreement and approve the Transactions contemplated thereby, including the Business Combination. The JGGC board of directors is soliciting your proxy to vote for the Business Combination Proposal and the other Transaction Proposals at the Extraordinary General Meeting because you owned JGGC Ordinary Shares at the close of business on [●], 2023, the Record Date for the Extraordinary General Meeting, and are therefore entitled to vote at the Extraordinary General Meeting. This document also constitutes a prospectus of New PubCo with respect to the New PubCo Ordinary Shares and New PubCo Converted Warrants it will issue in the proposed Business Combination.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination, the Business Combination Proposal and the other Transaction Proposals to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

 

Q:	What matters will JGGC Shareholders consider at the Extraordinary General Meeting?

 

A:	At the Extraordinary General Meeting, JGGC will ask JGGC Shareholders to consider and to vote in favor of the following Transaction Proposals:

 

•

the Business Combination Proposal—a proposal to adopt and approve, by ordinary resolution, the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, which proposal includes the approval of (i) the Business Combination, in which (a) JGGC shall be merged with and into New PubCo, with New PubCo surviving the Merger, (b) immediately thereafter, New PubCo shall issue a number of New PubCo Ordinary Shares equal to the Aggregate Share Swap Consideration to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a non-interest bearing note to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of the Aggregate Share Swap Consideration so transferred, and (c) all GLAAM Shareholders will transfer their respective GLAAM Common Shares to Exchange Sub in exchange for their respective portion of the Aggregate Share Swap Consideration in the Share Swap, (ii) the other transactions contemplated by the Business Combination Agreement, and (iii) the other agreements entered into or to be entered into by JGGC in connection with the Business Combination;

 

•

the Merger Proposal—a proposal to approve, by special resolutions:

 

•

JGGC be authorized to merge with and into New PubCo, so that JGGC be the merging company and all the undertaking, property and liabilities of the merging company vest in the surviving company by virtue of such merger pursuant to Part XVI of the Companies Act (As Revised); and

 

•

the plan of merger, a copy of which is attached to this proxy statement/prospectus as Annex B, pursuant to which JGGC will merge with and into New PubCo, with New PubCo being the surviving entity.

 

15

•

the Governing Documents Proposals—three separate proposals to approve on an advisory non-binding basis, by ordinary resolution, material differences between the Proposed Governing Documents and the Existing Governing Documents;

 

•

the New PubCo Equity Plan Proposal—a proposal to approve, by ordinary resolution, the New PubCo Equity Plan; and

 

•

the Adjournment Proposal—a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates if necessary (i) to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to JGGC Shareholders or (ii) to permit further solicitation of additional proxies from JGGC Shareholders in favor of one or more of the proposals at the Extraordinary General Meeting.

For more information, please see “Business Combination Proposal,” “Merger Proposal,” “Governing Documents Proposals,” “New PubCo Equity Plan Proposal” and “Adjournment Proposal.”

JGGC will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. JGGC Shareholders should read it carefully and in its entirety.

After careful consideration, the JGGC board of directors has determined that each of (a) the Business Combination Proposal, (b) the Merger Proposal, (c) the Governing Documents Proposal, (d) the New PubCo Equity Plan Proposal and (e) the Adjournment Proposal, if presented, are in the best interests of JGGC and its shareholders and unanimously recommends that you vote, or give instruction to vote, “FOR” each of those proposals.

The existence of financial and personal interests of one or more of JGGC’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of JGGC and JGGC Shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that such shareholders vote for the Transaction Proposals. In addition, JGGC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections “Business Combination Proposal-Interests of JGGC’s Directors and Executive Officers and the Sponsor in the Business Combination” and “Risk Factors-Risks Related to JGGC and the Business Combination-The Sponsor, directors and officers may have a conflict of interest in determining to pursue the Business Combination or any other business combination, since certain of their interests are different from or in addition to (and may conflict with) the interests of JGGC’s Public Shareholders, and such interests may have influenced the JGGC board of directors’ decisions to approve the Business Combination and recommend that JGGC’s shareholders approve the Business Combination Proposal” for a further discussion of these considerations.

 

Q:	Are any of the proposals conditioned on one another?

 

A:	Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal and the Merger Proposal, but is not conditioned on the Governing Documents Proposals, the New PubCo Equity Plan Proposal or the Adjournment Proposal.

The Business Combination Proposal and the Merger Proposal are cross-conditioned on the approval of each other. The Governing Documents Proposals and the New PubCo Equity Plan Proposal are conditioned on the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal.

It is important for you to note that in the event that the Business Combination Proposal and the Merger Proposal are not approved, then JGGC will not consummate the Business Combination. If JGGC does not consummate the Business Combination and fails to complete another initial business combination by August 10, 2023, JGGC will be required to dissolve and liquidate unless such date is extended pursuant to the Existing Governing Documents.

 

16

Q:	Why is JGGC proposing the Business Combination?

 

A:	JGGC was incorporated on March 31, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

The JGGC board considered a wide variety of factors in connection with its evaluation of the Business Combination, including the results of the due diligence investigations of GLAAM and the industry in which it operates, and the financial and other information provided by GLAAM in the course of negotiations. As a result, the JGGC board of directors believes that the proposed Transactions with GLAAM are in the best interest of JGGC and its shareholders and present an opportunity to increase shareholder value. However, there is no assurance of this. See “Business Combination Proposal—The JGGC Board of Directors’ Reasons for Approval of the Business Combination.”

Although the JGGC board of directors believes that the Business Combination with GLAAM presents an attractive business combination opportunity and is in the best interests of JGGC and the JGGC Shareholders, the JGGC board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal—The JGGC Board of Directors’ Reasons for Approval of the Business Combination,” “Risk Factors—Risks Related to GLAAM’s Business and Industry,” “Risk Factors—Risks Related to New PubCo” and “Risk Factors—Risks Related to JGGC and the Business Combination.” You should also consider that JGGC’s directors and officers have interests in the Business Combination that may conflict with your interests as a JGGC Shareholder. See the sections entitled “Business Combination Proposal—Interests of JGGC’s Directors and Executive Officers and the Sponsor in the Business Combination” and “Risk Factors—Risks Related to JGGC and the Business Combination—The Sponsor, directors and officers may have a conflict of interest in determining to pursue the Business Combination or any other business combination, since certain of their interests are different from or in addition to (and may conflict with) the interests of JGGC’s Public Shareholders, and such interests may have influenced the JGGC board of directors’ decisions to approve the Business Combination and recommend that JGGC’s shareholders approve the Business Combination Proposal.”

 

Q:	What will happen in the Business Combination?

 

A:

Pursuant to the Business Combination Agreement, (i) JGGC shall be merged with and into New PubCo, with New PubCo surviving the Merger, (ii) immediately thereafter, New PubCo shall issue a number of New PubCo Ordinary Shares equal to the Aggregate Share Swap Consideration to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a non-interest bearing note (in a form reasonably acceptable to the parties) to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of the Aggregate Share Swap Consideration so transferred, and (iii) all GLAAM Shareholders will transfer their GLAAM Common Shares to Exchange Sub in exchange for the Aggregate Share Swap Consideration in the Share Swap.

In connection with the Business Combination:

 

•

pursuant to the Merger:

 

o

each issued and outstanding JGGC Unit will be automatically separated and each holder will be deemed to hold one JGGC Class A Ordinary Share, one JGGC Right and one-half of one JGGC Public Warrant;

 

o

each issued and outstanding JGGC Ordinary Share will be exchanged for one New PubCo Ordinary Share;

 

o

each issued and outstanding JGGC Warrant will be converted into one New PubCo Converted Warrant, will cease to represent a right to acquire JGGC Class A Ordinary

 

17

Shares and will instead represent the right to acquire the same number of New PubCo Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the Closing;

 

o

each issued and outstanding JGGC Right will be converted into the number of New PubCo Ordinary Shares that would have been received by the holder thereof if such JGGC Rights had been converted upon consummation of a business combination into JGGC Class A Ordinary Shares;

 

•

pursuant to the Share Swap:

 

o

the right to each GLAAM Common Share held by the GLAAM Shareholders in connection with the Share Swap shall be converted into a number of New PubCo Ordinary Shares equal to the Company Exchange Ratio;

 

o

each GLAAM Option shall be converted into a New PubCo Converted Option to acquire, subject to substantially the same terms and conditions as were applicable under such GLAAM Option, the number of New PubCo Ordinary Shares (rounded down to the nearest whole share), determined by multiplying the number of GLAAM Common Shares subject to such GLAAM Option as of immediately prior to the Share Swap by the GLAAM Exchange Ratio, at an exercise price per GLAAM Common Share (rounded up to the nearest whole cent) equal to (x) the exercise price per GLAAM Common Share of such GLAAM Option divided by (y) the GLAAM Exchange Ratio; and

 

o

GLAAM will become a wholly-owned indirect subsidiary of New PubCo.

The JGGC Class A Ordinary Shares, JGGC Rights, JGGC Warrants and JGGC Units are currently listed on Nasdaq under the symbols “JGGC,” “JGGCR,” “JGGCW” and “JGGCU,” respectively. Upon the consummation of the Business Combination, New PubCo is expected to be renamed [●]. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the parties are required to cause the New PubCo Ordinary Shares and the New PubCo Converted Warrants issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New PubCo Ordinary Shares and the New PubCo Converted Warrants will be listed, subject to Nasdaq approval, under the proposed symbols “[●]” and “[●]W”, respectively. It is important for you to know that, at the time of the Extraordinary General Meeting, the parties may not have received from Nasdaq either confirmation of the listing of the New PubCo Ordinary Shares and the New PubCo Converted Warrants or that approval thereof will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived by the parties to the Business Combination and therefore the New PubCo Securities would not be listed on Nasdaq or any other nationally recognized securities exchange. See “Risk Factors” for more information.

 

Q:	What will GLAAM Shareholders receive in the Business Combination?

 

A:

At the effective time of the Share Swap, (i) the right to each GLAAM Common Share held by the GLAAM Shareholders in connection with and immediately prior to the Share Swap shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and non-assessable New PubCo Ordinary Shares equal to the Company Exchange Ratio and (ii) each GLAAM Option shall be converted into a New PubCo Converted Option to acquire, subject to substantially the same terms and

 

18

conditions as were applicable under such GLAAM Option, the number of New PubCo Ordinary Shares (rounded down to the nearest whole share), determined by multiplying the number of GLAAM Common Shares subject to such GLAAM Option as of immediately prior to the Share Swap by the GLAAM Exchange Ratio, at an exercise price per GLAAM Common Share (rounded up to the nearest whole cent) equal to (x) the exercise price per GLAAM Common Share of such GLAAM Option divided by (y) the GLAAM Exchange Ratio.

For more information, see “The Business Combination Agreement-GLAAM Shareholders Merger Consideration.”

 

Q:	Who is GLAAM?

 

A:

GLAAM is the exclusive developer, manufacturer and installer of an innovative architectural media glass product called G-Glass. G-Glass is the world’s first IT-enabled construction material that transforms buildings into extraordinary digital content delivery devices. GLAAM is a market leader in the delivery of fully transparent media façade capabilities with over 460 architectural installations worldwide. Founded in South Korea in 2005, GLAAM is now a vertically integrated manufacturer controlling almost every aspect of product assembly and installation, including assembling media glass laminates, manufacturing aluminum frame, developing electronics, operating software, and delivering product. For more information, see “Business of GLAAM.”

 

Q:	What equity stake will current JGGC Shareholders and GLAAM Shareholders have in New PubCo after the Closing?

 

A:

As of the date of this proxy statement/prospectus, there are (i) 23,000,000 JGGC Class A Ordinary Shares outstanding (including those issued as part of the JGGC Units sold in the IPO), and (ii) 7,666,667 Founder Shares outstanding (all of which are held by JGGC’s initial shareholders). As of the date of this proxy statement/prospectus, there are 12,450,000 JGGC Private Placement Warrants outstanding and 11,500,000 JGGC Public Warrants outstanding (which were issued as part of the JGGC Units sold in the IPO). Each JGGC Warrant entitles the holder thereof to purchase one JGGC Class A Ordinary Share and, following the Closing, will entitle the holder thereof to purchase one New PubCo Ordinary Share. As of the date of this proxy statement/prospectus, there are 23,000,000 JGGC Rights outstanding, which in the aggregate, will entitle the holders of such JGGC Rights to up to 1,916,666 New PubCo Ordinary Shares upon Closing. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of JGGC’s outstanding Public Shares are redeemed in connection with the Business Combination), JGGC’s fully diluted share capital, giving effect to the exercise of all of the JGGC Private Placement Warrants and JGGC Public Warrants and the conversion of all JGGC Rights, would be [●] JGGC Ordinary Shares.

 

19

The following table illustrates the varying ownership levels in New PubCo Ordinary Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions of Public Shares by Public Shareholders and based on the additional assumptions described in the notes to the table below (without taking into account any additional dilution sources).

 

		Share Ownership in New PubCo(1)
		No Redemption Scenario(2)				Interim Redemption Scenario(3)				Maximum Redemption Scenario(4)
		Percentage of Outstanding New PubCo Ordinary Shares
JGGC Public Shareholders			47.9%				29.9%				—
JGGC Initial Shareholders			12.0%				20.0%				23.0	%
JGGC Rights holders			4.0%				5.0%				7.7	%
GLAAM Founders			1.3%				1.7%				2.6	%
Other GLAAM Shareholders			34.8%				43.4%				66.8	%
Total			100.0%				100.0%				100.0	%

 

(1)

As of immediately following the consummation of the Business Combination. Excludes New PubCo Warrants and the effect of any other transactions that may be entered into after the date of this proxy statement/prospectus. For more information about the consideration to be received in the Business Combination see “The Business Combination Agreement—Consideration to be Received in the Business Combination.” A discussion of additional dilution sources is set forth in the Question and Answer immediately below.

(2)

Assumes that no Public Shares are redeemed in connection with the Business Combination. In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

(3)

Assumes that 11,500,000 JGGC Class A Ordinary Shares (or 50% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per share or $121,900,000 in the aggregate (based on the estimated value of the Trust Account at Closing). In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

(4)

Assumes that 23,000,000 JGGC Class A Ordinary Shares (or 100% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per share or $243,800,000 in the aggregate (based on the estimated value of the Trust Account at Closing). In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

 

Q:	How will variations in the levels of redemptions impact the dilutive effect of equity issuances related to the Business Combination?

 

A:

In addition to the changes in percentage ownership described above, variations in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination which would not otherwise be present in an underwritten initial public offering. Without limiting the generality of the assumptions described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” the ownership percentages described above do not take into account the dilutive effects of the exercise of New PubCo Warrants. The issuance of additional New PubCo Ordinary Shares upon the exercise of any New PubCo Warrants or New PubCo Converted Options, the vesting and settlement of New PubCo Earnout RSRs and/or the issuance, vesting and exercise of any securities under the New PubCo Equity Plan, could have a substantial dilutive effect on those JGGC Shareholders who do not elect to redeem their Public Shares. Increasing levels of redemptions will increase the dilutive effects of these issuances on non-redeeming Public Shareholders.

 

20

The following sensitivity table below sets forth the potential additional dilutive impact of each of the additional dilution sources on the capitalization of New PubCo in each redemption scenario, as described further in the notes to the table below. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming Public Shareholders.

 

Share Ownership in New PubCo(1)

No Redemption Scenario(2)

Interim Redemption Scenario(3)

Maximum Redemption Scenario(4)

Additional Dilution Sources

Number of Shares

Percentage of Shares

Number of Shares

Percentage of Shares

Number of Shares

Percentage of Shares

Total New PubCo Ordinary Shares Outstanding Immediately after the Business Combination

[●]

n/a

[●]

n/a

[●]

n/a

New PubCo Public Warrants

[●]

[●]

[●]

[●]%

[●]

[●]%

New PubCo Private Warrants

[●]

[●]

[●]

[●]%

[●]

[●]%

New PubCo Founder Warrants

[●]

[●]

[●]

[●]%

[●]

[●]%

New PubCo Converted Options

[●]

[●]

[●]

[●]%

[●]

[●]%

New PubCo Earnout RSRs

[●]

[●]

[●]

[●]%

[●]

[●]%

New PubCo Ordinary Shares issuable under New PubCo Equity Plan

[●]

[●]

[●]

[●]%

[●]

[●]%

Total Additional Dilution Sources

[●]

[●]

[●]

[●]%

[●]

[●]%

 

(1)

As of immediately following the consummation of the Business Combination. Excludes New PubCo Warrants and the effect of any other transactions that may be entered into after the date of this proxy statement/prospectus. For a more detailed discussion of the possible sources and extent of dilution that Public Shareholders who elect not to redeem their Public Shares may experience in connection with the Business Combination, see “The Business Combination Agreement—Ownership of, and Voting Rights in, New PubCo Following the Business Combination.”

(2)

Assumes that no Public Shares are redeemed in connection with the Business Combination. In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

(3)

Assumes that 11,500,000 JGGC Class A Ordinary Shares (or 50% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per share or $121,900,000 in the aggregate (based on the estimated value of the Trust Account at Closing). In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

(4)

Assumes that 23,000,000 JGGC Class A Ordinary Shares (or 100% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per share or $243,800,000 in the aggregate (based on the estimated value of the Trust Account at Closing). In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

 

Q:	What differences will there be between the Proposed Governing Documents and the Existing Governing Documents that JGGC Shareholders will consider at the Extraordinary General Meeting?

 

A:

If the Business Combination is consummated, the Existing Governing Documents will effectively be replaced by the Proposed Governing Documents of New PubCo given that JGGC Shareholders will, effective as of the consummation of the Business Combination (and assuming Public Shareholders do not redeem their Public Shares) hold New PubCo Ordinary Shares subject to the Proposed Governing Documents. JGGC Shareholders are asked to consider and vote upon and to approve, on an advisory non-binding basis, by ordinary resolution three separate proposals in connection with the replacement of the Existing Governing Documents with the Proposed Governing Documents.

 

21

The Proposed Governing Documents differ materially from the Existing Governing Documents. The below table sets forth a summary of the principal changes proposed between the Existing Governing Documents and the Proposed Governing Documents. This summary is qualified by reference to the complete text of the Existing Governing Documents and the complete text of the Proposed Governing Documents, a copy of which is attached to this proxy statement/prospectus as Annex C. JGGC Shareholders are urged to carefully read the relevant provisions of the Proposed Governing Documents that will be in effect as of the Closing Date.

 

Existing Governing Documents of JGGC		Proposed Governing Documents of New PubCo
Authorized Share Capital
(Governing Documents Proposal 3A)
The share capital of JGGC is US$55,500 divided into 500,000,000 JGGC Class A Ordinary Shares of a par value of US$0.0001 each, 50,000,000 JGGC Class B Ordinary Shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each.		The share capital of New PubCo is US$[●] divided into [●] New PubCo Ordinary Shares of a par value of US$0.0001 each and [●] preference shares of a par value of US$[●] each.
Approval of Method to Appoint and Elect Directors
(Governing Documents Proposal 3B)
Prior to the consummation of a Business Combination (as defined in the Existing Governing Documents), JGGC may by ordinary resolution of the holders of the Founder Shares appoint any person to be a director or remove any director.   The directors may appoint any person to be a director, either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Existing Governing Documents as the maximum number of directors.		New PubCo may by ordinary resolution appoint any person nominated under the provisions of the Proposed Governing Documents to be a director.   The directors may appoint any person to be a director, either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Proposed Governing Documents as the maximum number of directors.
		A director may be removed from office by the shareholders by a resolution passed by not less than [seventy-five (75)] per cent of the shareholders only for cause (“cause” for removal of a director shall be deemed to exist only if (a) the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal; (b) such director has been found by the affirmative vote of a majority of the directors then in office at any regular or special meeting of the board of directors called for that purpose, or by a court of competent jurisdiction, to have been guilty of wilful misconduct in the performance of such director’s duties to the company in a matter of substantial importance

 

22

Existing Governing Documents of JGGC		Proposed Governing Documents of New PubCo
		to the company, provided that such director shall be entitled to attend the applicable meeting and be heard on the motion for his removal; or (c) such director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects such director’s ability to perform their obligations as a director) at any time before the expiration of their term notwithstanding anything in the Proposed Governing Documents or in any agreement between the company and such director (but without prejudice to any claim for damages under such agreement).
Other Changes in Connection with Adoption of the Proposed Governing Documents
(Governing Documents Proposal 3C)
The Existing Governing Documents include provisions related to JGGC’s status as a blank check company prior to the consummation of a business combination.		The Proposed Governing Documents do not include such provisions related to JGGC’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as JGGC will cease to be a blank check company as a result of the Merger.

 

Q:	Who will be the executive officers and directors of New PubCo if the Business Combination is consummated?

 

A:

The Business Combination Agreement provides that, immediately following the Closing, the New PubCo Board will consist of seven directors. GLAAM, JGGC and New PubCo will take all necessary actions to ensure the composition of the New PubCo Board to be comprised of the individuals specified in the section entitled “New PubCo Management Following the Business Combination—Management and Board of Directors.”

New PubCo’s executive team following the Closing is expected to be comprised of the individuals specified in the section entitled “New PubCo Management Following the Business Combination—Management and Board of Directors.”

 

Q:	What conditions must be satisfied to complete the Business Combination?

 

A:

Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary closing conditions, which include (i) the approval by the JGGC Shareholders of the Business Combination Proposal and the Merger Proposal (ii) the approval by the GLAAM Shareholders of the consummation of the Transactions; (iii) the net tangible assets of JGGC being at least $5,000,001 after giving effect to the Transactions, including any redemptions of Public Shares and receipt of the net of proceeds actually contributed by investors pursuant to any Equity Financing Arrangement; (iv) receipt of all necessary pre-Closing governmental authorizations; (v) the absence of any law or order preventing or prohibiting the consummation of the Business Combination and other related Transactions; (vi) the approval of New PubCo’s initial listing application with Nasdaq and the approval of the listing of New PubCo Ordinary Shares on Nasdaq; (vii) the effectiveness of the Korean Registration Statement and (viii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part.

 

23

For a summary of the conditions that must be satisfied or waived prior to consummation of the Business Combination, see the section entitled “The Business Combination Proposal—The Business Combination Agreement.”

 

Q:	What vote is required to approve the proposals presented at the Extraordinary General Meeting?

 

A:

The approval of each of the Business Combination Proposal, the Governing Documents Proposals, the Adjournment Proposal and the New PubCo Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued JGGC Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds (2/3) of the issued JGGC Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

A JGGC Shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting, an abstention from voting or a broker non-vote will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on the Transaction Proposals.

 

Q:	What happens if I sell my JGGC Ordinary Shares before the Extraordinary General Meeting?

 

A:

The Record Date for the Extraordinary General Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your JGGC Ordinary Shares after the Record Date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be entitled to receive any New PubCo Ordinary Shares at the effective time of the Merger because only JGGC Shareholders immediately prior to the effective time of the Merger will be entitled to receive New PubCo Ordinary Shares in connection with the Closing.

 

Q:	Will JGGC, GLAAM or New PubCo issue additional equity securities in connection with the consummation of the Business Combination?

 

A:

Pursuant to the Business Combination Agreement, the parties thereto may (A) identify and seek additional sources of financing on behalf of New PubCo and/or GLAAM from third party financing sources, including in the form of Equity Financing and (B) negotiate definitive agreements on terms reasonably acceptable to GLAAM and JGGC as necessary to effectuate any Financing Arrangement, including, with respect to PIPE Investments, subscription agreements to purchase New PubCo Ordinary Shares, as more fully described in “Presentation of Certain Assumptions Relating to the Business Combination” in this proxy statement/prospectus.

There can be no assurance that any Equity Financing will be entered into in connection with the Business Combination. If any PIPE Investment or Equity Financings are entered into in connection with the Business Combination, an amendment or supplement to this proxy statement/prospectus shall be provided to JGGC Shareholders to describe the material terms of any such transaction.

 

Q:	How many votes do I have at the Extraordinary General Meeting?

 

A:

JGGC Shareholders are entitled to one vote at the Extraordinary General Meeting for each JGGC Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date, there were 23,000,000 JGGC Class A Ordinary Shares and 7,666,667 JGGC Class B Ordinary Shares issued and outstanding.

 

24

Q:	How will the Sponsor vote?

 

A:	Our Sponsor, officers and directors, pursuant to the terms of the Sponsor Support Agreement entered into with New PubCo, JGGC and GLAAM, agreed to vote any Founder Shares or Public Shares held by them in favor of the Transaction Proposals.

Approval of the Business Combination Proposal, the Adjournment Proposal and New PubCo Equity Plan Proposal at the Extraordinary General Meeting requires the affirmative vote of holders of a majority of the issued JGGC Ordinary Shares who attend and vote at the Extraordinary General Meeting. As a result, in addition to the JGGC Founder Shares, we would need 7,666,667, or approximately 33% (assuming all issued and outstanding JGGC Ordinary Shares are voted), or 2,555,556, or approximately 11% (assuming only the minimum number of shares representing a quorum are voted), of the 23,000,000 Public Shares outstanding as of the Record Date to be voted in favor of the Business Combination Proposal, the Adjournment Proposal and New PubCo Equity Plan Proposal in order to approve such proposals.

Approval of the Merger Proposal and the Governing Documents Proposals at the Extraordinary General Meeting requires the affirmative vote of holders of at least two-thirds (2/3) of the issued JGGC Ordinary Shares who attend and vote at the Extraordinary General Meeting. As a result, in addition to the Founder Shares, we would need 12,777,778, or approximately 55% (assuming all issued and outstanding JGGC Ordinary Shares are voted), or 0, or 0% (assuming only the minimum number of shares representing a quorum are voted), of the 23,000,000 Public Shares outstanding as of the Record Date to be voted in favor of the Merger Proposal and the Governing Documents Proposals in order to approve such proposals.

Accordingly, it is more likely that the necessary approvals by JGGC Shareholders will be received than would be the case if JGGC’s initial shareholders had agreed to vote their JGGC Ordinary Shares in accordance with the majority of the votes cast by JGGC’s Shareholders.

 

Q:	What interests do JGGC’s current officers and directors have in the Business Combination?

 

A:

In considering the recommendation of the JGGC board of directors to vote in favor of the Business Combination, JGGC Shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. JGGC Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the interests listed below:

 

•

the fact that our initial shareholders hold 7,666,667 Founder Shares for which our Sponsor paid $25,000, which will convert, on a one-for-one basis, into New PubCo Ordinary Shares as of the Closing, and such shares will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New PubCo, and will be worthless if we do not consummate the Business Combination or another initial business combination (as the Sponsor has waived liquidation rights with respect to such shares)

 

•

the fact that if the Business Combination or another initial business combination is not consummated by August 10, 2023, our Sponsor, officers, and directors will lose their entire investment in us, which investment included a capital contribution of $25,000 and the acquisition of 12,450,000 JGGC Private Placement Warrants for a purchase price of $1.00 per warrant, having an approximate aggregate market value of $[●], as of [●] (based on $[●] per warrant, which was the closing price of the JGGC Public Warrants on Nasdaq on [●]);

 

•

the fact that given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Public Shares underlying the JGGC Units sold in the IPO and the 7,466,667 New PubCo Ordinary Shares that the Sponsor will receive upon conversion of the Founder

 

25

Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New PubCo Ordinary Shares trade below the price initially paid for the Public Shares underlying the JGGC Units in the IPO and the Public Shareholders experience a negative rate of return following the consummation of the Business Combination;

 

•

the fact that our Sponsor, officers and directors have agreed to waive: (i) their redemption rights with respect to their Founder Shares and any Public Shares they may have acquired after the IPO in connection with consummation of the Business Combination, for which they did not receive separate consideration other than the receipt of Founder Shares for a nominal purchase price, and (ii) their rights to liquidating distributions from the Trust Account with respect to any shares held by them if JGGC fails to complete the Business Combination or another initial business combination and, accordingly, our Sponsor, officers and directors will benefit from the completion of the Business Combination or another business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Public Shareholders rather than liquidate;

 

•

the fact that if the Trust Account is liquidated, including in the event we are unable to complete the Business Combination or another initial business combination by August 10, 2023, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than JGGC’s independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, net of the amount of taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under JGGC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

 

•

the fact that, unless the Business Combination or another initial business combination is completed, JGGC and our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating an initial business combination (which, as of the date of this proxy statement/prospectus were expected to be approximately $[●] through to consummation of the Business Combination, excluding the deferred underwriting commission) from funds outside of the Trust Account, which funds are limited;

 

•

the fact that one or more of our directors or officers are expected to be appointed as a director or officer of New PubCo (See “New PubCo Management Following the Business Combination— Management and Board of Directors.”); and

 

•

the continued indemnification of current directors and officers of JGGC and the continuation of directors’ and officers’ liability insurance for a period of six years from the Closing Date.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Transaction Proposals. You should take these interests into account in deciding whether to approve the Business Combination and the Transaction Proposals. You should also read the section entitled “The Business Combination Proposal—Certain Other Interests in the Business Combination.”

 

Q:	Did the JGGC board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

Yes. The JGGC board of directors obtained a third-party fairness opinion from Houlihan Capital, LLC (“Houlihan Capital”) in connection with its determination to approve the Business Combination, which is attached hereto as Annex I. The JGGC board of directors concluded that a third-party fairness opinion coupled with the experience and backgrounds of JGGC’s officers, directors and advisors enabled them to make the necessary analyses and determinations regarding the Business Combination.

 

26

Q:	Do I have redemption rights?

 

A:

Public Shareholders may require JGGC to redeem their Public Shares upon consummation of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to JGGC to pay its tax obligations, divided by the number of then issued and outstanding Public Shares.

There will be no redemption rights with respect to the JGGC Warrants.

The Sponsor has agreed, in partial consideration of receiving its Founder Shares, to waive its redemption rights with respect to its Founder Shares and any Public Shares that it may have acquired during or after the IPO in connection with the consummation of our initial business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of $[●] on [●], the estimated per share redemption price would have been approximately $[●]. This is greater than the $10.00 IPO price of JGGC Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, JGGC will redeem all of the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to JGGC to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, subject to applicable law.

Holders of our outstanding JGGC Warrants will not have redemption rights with respect to such warrants. Assuming the closing JGGC Public Warrant price on Nasdaq of $[●] as of [●], the aggregate fair value of JGGC Public Warrants that can be retained by the Public Shareholders (including redeeming shareholders), is $[●]. The actual market price of the JGGC Public Warrants may be higher or lower on the date that a JGGC Warrantholder seeks to sell such JGGC Public Warrants. Additionally, we cannot assure JGGC Warrantholders that they will be able to sell their JGGC Public Warrants in the open market as there may not be sufficient liquidity in such securities when a JGGC Warrantholder wishes to sell their JGGC Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the JGGC Public Warrants because the JGGC Public Warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, JGGC Warrantholders who exercise such JGGC Public Warrants will ultimately own a greater interest in New PubCo because there would be fewer shares outstanding overall.

 

Q:	Is there a limit on the number of Public Shares I may redeem?

 

A:

A Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights in an amount of shares exceeding 15% of the Public Shares. Accordingly, all shares owned by a holder in excess of 15% of the Public Shares will not be redeemed. On the other hand, a Public Shareholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

 

Q:	Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by JGGC Shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

 

27

Q:	How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on [●], 2023 (two business days before the scheduled date of the Extraordinary General Meeting), (i) submit a written request to the Transfer Agent that JGGC redeem your Public Shares for cash, and (ii) tender or deliver your Public Shares (and share certificated (if any) and any other redemption forms) to the Transfer Agent electronically through DTC. The address of Continental, the Transfer Agent, is listed under the question “Who can help answer my questions?” below. JGGC requests that any requests for redemption include the identity as to the beneficial owner making such request.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with JGGC’s consent, until the vote is taken with respect to the Business Combination. If you tendered your Public Shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that JGGC’s Transfer Agent return the shares (electronically). You may make such request by contacting JGGC’s Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?”

 

Q:	What happens if a substantial number of JGGC Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

JGGC Shareholders are not required to vote “AGAINST” the Business Combination in order to exercise their redemption rights with respect to their Public Shares. Therefore, Public Shareholders who vote in favor of the Business Combination may nonetheless exercise their redemption rights with respect to their Public Shares, although Public Shareholders are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

If the Business Combination is consummated, but we experience a significant level of redemptions, this may result in fewer outstanding New PubCo Ordinary Shares and fewer Public Shareholders, which may result in the trading market for New PubCo Ordinary Shares being less liquid than if no JGGC Public Shareholders had redeemed their Public Shares. In addition, New PubCo may not be able to meet the listing standards for Nasdaq or another national securities exchange. Furthermore, with less funds available from the Trust Account, the capital infusion from the Trust Account into GLAAM’s business will be reduced. As such, GLAAM’s ability to execute against its business plan may be negatively impaired if redemptions by Public Shareholders are significant.

To the extent that any of the outstanding JGGC Ordinary Shares are redeemed in connection with the Business Combination, the percentage of New PubCo Ordinary Shares held by the current JGGC Shareholders will decrease relative to the percentage held if none of the JGGC Ordinary Shares are redeemed.

If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any JGGC Public Warrants that it may hold. No party can predict the ultimate value following the consummation of the Business Combination of the New PubCo Public Warrants that will be issued in exchange for JGGC Public Warrants pursuant to the Business Combination. However, assuming that 100% of the 23,000,000 Public Shares held by our Public Shareholders were redeemed, the 11,500,000 retained outstanding New PubCo Public Warrants (that will be exercisable for New PubCo Ordinary Shares) would have an aggregate value of $[●], based on the price per JGGC Public Warrant of $[●] on [●]. In addition, on [●], the price per JGGC Ordinary Share closed at $[●]. If the New PubCo Ordinary Shares trade above the exercise price of $11.50 per New PubCo Ordinary Share, the New PubCo Public Warrants will be considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming Public Shareholders that the New PubCo Public Warrants will be exercised, which would result in immediate dilution to the non- redeeming Public Shareholders.

 

28

Public Shareholders who purchased JGGC Units as part of the IPO for $10.00 per unit may experience dilution if they elect not to redeem their Public Shares in connection with the Business Combination.

JGGC cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, JGGC has elected to provide the unaudited pro forma condensed combined financial information under three alternative redemption scenarios to illustrate the effects that differing levels of redemptions of Public Shares will have on the economic and voting interests of the JGGC Shareholders, the JGGC initial shareholders and GLAAM Shareholders. The following sensitivity table illustrates varying estimated ownership levels in New PubCo immediately following the consummation of the Business Combination, based on the three scenarios for varying levels of redemptions of Public Shares by the Public Shareholders and the additional assumptions described below.

In the No Redemption Scenario, Interim Redemption Scenario and Maximum Redemption Scenario as described below, the residual equity value owned by non-redeeming Public Shareholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $[●] per New PubCo Ordinary Share as illustrated in the sensitivity table below. As a result of such redemption amounts and the assumed $[●] per share value, the implied total equity value of New PubCo following the Business Combination, assuming no dilution from any additional dilution sources, would be (i) $[●] million in the No Redemption Scenario, (ii) $[●] million in the Interim Redemption Scenario, and (iii) $[●] million in the Maximum Redemption Scenario.

 

Share Ownership in New PubCo(1)

No Redemption Scenario(2)

Interim Redemption Scenario(3)

Maximum Redemption Scenario(4)

Shareholders

Number of New PubCo Ordinary Shares

Percentage of New PubCo Share Capital

Number of New PubCo Ordinary Shares

Percentage of New PubCo Share Capital

Number of New PubCo Ordinary Shares

Percentage of New PubCo Share Capital

JGGC Public Shareholders

[●]

n/a

[●]

n/a

[●]

n/a

JGGC Rights holders

[●]

[●]

[●]

[●]

%

[●]

[●]

%

JGGC Initial Shareholders

[●]

[●]

[●]

[●]

%

[●]

[●]

%

GLAAM Founders

[●]

[●]

[●]

[●]

%

[●]

[●]

%

Other GLAAM Shareholders

[●]

[●]

[●]

[●]

%

[●]

[●]

%

Total

[●]

[●]

[●]

[●]

%

[●]

[●]

%

Total pro forma equity value post-redemptions

[●]

[●]

[●]

[●]

%

[●]

[●]

%

Implied per New PubCo Ordinary Share value

[●]

[●]

[●]

[●]

%

[●]

[●]

%

 

(1)

As of immediately following the consummation of the Business Combination. Excludes New PubCo Warrants and the effect of any other transactions that may be entered into after the date of this proxy statement/prospectus. For more information, see “The Business Combination Agreement—Ownership of, and Voting Rights in, New PubCo Following the Business Combination.”

(2)

Assumes that no Public Shares are redeemed in connection with the Business Combination. In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

(3)

Assumes that 11,500,000 JGGC Class A Ordinary Shares (or 50% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per share or $121,900,000 in the aggregate (based on the estimated value of the Trust Account at Closing). In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

(4)

Assumes that 23,000,000 JGGC Class A Ordinary Shares (or 100% of the Public Shares) are redeemed in connection with the Business Combination at a redemption price of $10.60 per share or

 

29

$243,800,000 in the aggregate (based on the estimated value of the Trust Account at Closing). In addition, it reflects the other assumptions set forth under “Presentation of Certain Assumptions Relating to the Business Combination.”

 

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences of exercising your redemption rights will depend upon your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations—Tax Considerations for U.S. Holders Exercising Redemption Rights” for additional information. U.S. Holders of Public Shares contemplating exercise of their redemption rights are urged to consult their own tax advisors to determine the tax consequences thereof.

 

Q:	What are the U.S. federal income tax consequences of the Business Combination to U.S. Holders of JGGC Securities?

 

A:

As discussed in more detail in the section entitled “Material U.S. Federal Income Tax Considerations—Effects of the Business Combination to U.S. Holders,” in the opinion of Paul Hastings, counsel to JGGC, the Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, subject to the assumptions, qualifications and limitations set forth or referred to in such opinion. Accordingly, U.S. Holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) generally should not recognize gain or loss for U.S. federal income tax purposes on the exchange of JGGC Securities for New PubCo Securities in the Merger.

All holders of JGGC Securities are urged to consult with their own tax advisors regarding the potential tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

 

Q:	If I hold JGGC Warrants, can I exercise redemption rights with respect to my JGGC Warrants?

 

A:	No. There are no redemption rights with respect to the JGGC Warrants.

 

Q:	How do the JGGC Public Warrants differ from the JGGC Private Placement Warrants and what are the related risks for any holders of New PubCo Public Warrants post Business Combination?

 

A:

JGGC Private Placement Warrants are identical to the JGGC Public Warrants underlying JGGC Units sold in the IPO, except that, if held by the Sponsor or its permitted transferees, the JGGC Private Placement Warrants (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption under certain redemption scenarios, (iii) will be subject to transfer restrictions until 30 days after the Closing Date, subject to certain limited exceptions and (iv) will be entitled to registration rights.

If JGGC Private Placement Warrants (and following the Closing, the New PubCo Private Warrants) are held by someone other than the Sponsor or its permitted transferees, JGGC Private Placement Warrants (and following the Closing, the New PubCo Private Warrants) are redeemable by JGGC (and following the Closing, New PubCo) in all redemption scenarios and exercisable by such holders on the same basis as the JGGC Public Warrants (and following the Closing, the New PubCo Public Warrants).

At the effective time of the Merger, each JGGC Private Placement Warrant that is outstanding and unexercised will be converted into and become a New PubCo Private Warrant to purchase one New PubCo Ordinary Share and New PubCo will assume such warrants in accordance with their terms and all rights to JGGC Ordinary Shares under JGGC Private Placement Warrants will be assumed by New PubCo (as New PubCo Private Warrants) and converted into rights with respect to New PubCo Ordinary Shares. Each New PubCo Private Warrant assumed by New PubCo may be exercised solely for New PubCo Ordinary Shares. The number of New PubCo Ordinary Shares subject to each New PubCo Private Warrant will be the number of JGGC Class A Ordinary Shares subject to each JGGC Private Placement Warrant (each JGGC Private Placement Warrant is exercisable for one JGGC Class A Ordinary Share).

 

30

The per share exercise price for the New PubCo Ordinary Shares issuable upon exercise of each New PubCo Private Warrant will be $11.50.

Additionally, any restriction on the exercise of any JGGC Private Placement Warrant assumed by New PubCo will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such JGGC Private Placement Warrant will otherwise remain unchanged, provided, however that to the extent provided under the terms of a New PubCo Private Warrant, such New PubCo Private Warrant will, in accordance with its terms, be subject to adjustment as appropriate to reflect any share split, division or subdivision of shares, share dividend or distribution (including any dividend or distribution of securities convertible into New PubCo Ordinary Shares), reorganization, combination, exchange of shares, reverse share split, consolidation of shares, reclassification, recapitalization or other like change with respect to New PubCo Ordinary Shares subsequent to the Merger.

 

Q:	Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

 

A:

No appraisal or dissenters’ rights are available to holders of JGGC Ordinary Shares or JGGC Warrants in connection with the Business Combination Proposal. However, in respect of the Merger Proposal, under the section 238 of the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger.

The Companies Act prescribes when dissenters’ rights will be available and provides that shareholders are entitled to receive fair value for their shares if they exercise those rights in the manner prescribed by the Companies Act. Pursuant to section 239(1) of the Companies Act, dissenters’ rights are not available if an open market for the shares exists on a recognized stock exchange, such as Nasdaq, for a specified period after the merger is authorized (such period being the period in which dissenter’s rights would otherwise be exercisable). It is anticipated that, if the Business Combination is approved, it may be consummated prior to the expiry of such specified period and accordingly the exemption under section 239(1) of the Companies Act may not be available. However, pursuant to the terms of the Business Combination Agreement, JGGC and GLAAM may defer the Closing Date by agreement in writing, including if a JGGC Shareholder validly exercises their dissenters’ rights under the Companies Act. Such deferral, if agreed between JGGC and GLAAM, may result in the consummation of the Merger not occurring until after the expiry of the specified period, thereby allowing the exemption in section 239(1) of the Companies Act to be relied upon.

Regardless of whether dissenters’ rights are or are not available, Public Shareholders can exercise their redemption rights as described herein. The JGGC board of directors has determined that the redemption proceeds payable to Public Shareholders who exercise their redemption rights represent the fair value of the Public Shares. See “The Extraordinary General Meeting of JGGC Shareholders—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

 

Q:	What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A:

Following the closing of the IPO, an amount equal to $234,600,000 ($10.20 per unit) of the net proceeds from the IPO and the sale of the JGGC Private Placement Warrants was placed in the Trust Account. As of [●], funds in the Trust Account totaled approximately $[●] and were held in money market funds. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of an initial business combination (including the consummation of the proposed Business Combination) or (ii) the redemption of all of the Public Shares if JGGC is unable to complete a business combination by August 10, 2023, subject to applicable law.

If the Business Combination is consummated, the funds held in the Trust Account will be released (i) to pay Public Shareholders who properly exercise their redemption rights and (ii) for general corporate purposes of New PubCo following the Business Combination.

 

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Q:	What happens if the Business Combination Proposal is not approved?

 

A:	If the Business Combination Proposal is not approved, the Business Combination will not be consummated.

 

Q:	What happens if the Business Combination is not consummated?

 

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. One such circumstance is that the Business Combination Agreement can be terminated by either JGGC or GLAAM if the transactions contemplated by the Business Combination Agreement shall not have been consummated on or prior to the date that is the earlier of (i) November 15, 2023 or (ii) the date by which JGGC must consummate an initial business combination under the Existing Governing Documents (currently August 10, 2023). See the section entitled “The Business Combination Proposal—The Business Combination Agreement” for information regarding the specific termination rights of the parties to the Business Combination Agreement.

If, as a result of the termination of the Business Combination Agreement or otherwise, JGGC is unable to complete an initial business combination by August 10, 2023, the Existing Governing Documents provide that JGGC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to JGGC to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of JGGC’s remaining shareholders and the JGGC board of directors, dissolve and liquidate, subject in each case to JGGC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors—If JGGC is unable to complete the Business Combination with GLAAM or another business combination by August 10, 2023, it will cease all operations except for the purpose of winding up its affairs, redeeming its outstanding Public Shares, dissolving and liquidating. In such event, third parties may bring claims against JGGC and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by JGGC’s Public Shareholders could be less than $10.20 per share.” Holders of Founder Shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding JGGC Rights or JGGC Warrants and they will expire worthless.

 

Q:	When is the Business Combination expected to be completed?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived, including approval by JGGC Shareholders of the proposals being submitted to them in this proxy statement/prospectus.

JGGC, GLAAM and New PubCo currently expect to complete the Business Combination in the third quarter of 2023. However, any delay in satisfying any conditions to the Business Combination could delay consummation of the Business Combination. If the Closing has not occurred on or prior to the date that is the earlier of (i) November 15, 2023 or (ii) the date by which JGGC must consummate an initial business combination under the Existing Governing Documents (currently August 10, 2023), subject to certain conditions, either JGGC or GLAAM may terminate the Business Combination Agreement.

For a description of the conditions to consummation of the Business Combination, see the section entitled “The Business Combination Proposal.”

 

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Q:	What do I need to do now?

 

A:

You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and Annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the accompanying proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:	How do I vote?

 

A:

If you were a holder of record of JGGC Ordinary Shares on [●], 2023, the Record Date for the Extraordinary General Meeting of JGGC Shareholders, you may vote with respect to the applicable proposals in person at the Extraordinary General Meeting or by completing, signing, dating and returning the accompanying proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

 

Q:	What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?

 

A:

At the Extraordinary General Meeting, JGGC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will not count as votes cast for or against each of, and otherwise will have no effect on, the Transaction Proposals.

 

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:	Signed and dated proxies received by JGGC without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each Transaction Proposal presented to the shareholders.

 

Q:	Do I need to attend the Extraordinary General Meeting to vote my shares?

 

A:

No. You are invited to attend the Extraordinary General Meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Extraordinary General Meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the accompanying proxy card in the pre-addressed postage paid envelope. Your vote is important. JGGC encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

 

Q:	If I am not going to attend the Extraordinary General Meeting in person, should I return my proxy card instead?

 

A:	Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the accompanying proxy card in the postage-paid envelope provided.

 

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:	No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do

 

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not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the Extraordinary General Meeting, but will have no effect on the Transaction Proposals. However, absent a demand for redemption, in no event will a broker non-vote alone also have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which any such broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

 

Q:	May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to Continental at the following address [●], prior to the vote at the Extraordinary General Meeting, or attend the Extraordinary General Meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to the same address, provided such revocation is received prior to the vote at the Extraordinary General Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/ prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q:	What is the quorum requirement for the Extraordinary General Meeting?

 

A:

Holders of one-third of the JGGC Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting, present in person or represented by proxy, constitute a quorum. If within half an hour from the time appointed for the Extraordinary General Meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the JGGC board of directors may determine and if, at such adjourned meeting, a quorum is not present within 15 minutes from the time appointed for holding the adjourned meeting, the JGGC Shareholders present shall constitute a quorum.

As of [●], 2023, the Record Date for the Extraordinary General Meeting, 10,222,222 JGGC Ordinary Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

JGGC will pay the cost of soliciting proxies for the Extraordinary General Meeting. JGGC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. JGGC has agreed to pay a fee of $[●]. JGGC will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. GLAAM also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of JGGC Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of JGGC Class A Ordinary Shares and in obtaining voting instructions from those owners. JGGC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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Q:	Who can help answer my questions?

 

A:	If you have questions about the proposals or if you need additional copies of this proxy statement/ prospectus or the accompanying proxy card you should contact JGGC’s proxy solicitor, Morrow Sodali LLC:

Telephone: [●]

Banks and brokers: [●]

Email: [●]

You may also contact JGGC at:

Jaguar Global Growth Corporation I

601 Brickell Key Drive, Suite 700

Miami, FL 33131

United States

Tel: (646) 663-4945

To obtain timely delivery, JGGC Shareholders must request the materials no later than five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about JGGC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your shares (and share certificates (if any) along with any other redemption documents) (electronically) to JGGC’s Transfer Agent prior to 5:00 p.m., Eastern Time, on the second business day prior to the scheduled date of the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004 Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

 

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RISK FACTORS

You should carefully consider the risks described below and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals described herein. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, cash flows, financial condition and results of operations of GLAAM. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of New PubCo following the Business Combination. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of JGGC and GLAAM.

Unless the context otherwise requires, all references in this section to “we,” “us” or “our” refer to the businesses of GLAAM, collectively, prior to the consummation of the Business Combination, or to the businesses of New PubCo, collectively, following the consummation of the Business Combination as applicable.

Risks Related to Our Industry and Company

The architectural media glass industry is a nascent industry; it may take a long time for our technology to penetrate our target markets.

Due to the competitive third generation display technological landscape, the extensive requisite building material certifications, the need for large scale manufacturing facilities and other significant barriers to entry, there is an extremely limited number of industry players in the architectural media glass space. As a result, it is difficult to estimate the market size of the fourth generation media glass sector. Despite its use in a variety of industries, such as hardware / equipment, software, media content and design, architectural media glass is mainly used for building exteriors and digital-out-of-home (“DOOH”) advertising, giving it limited uses in a somewhat limited market. Since the commercial trends of the architectural media glass industry are still uncertain in this relatively nascent industry, we cannot assure you the future growth of our architectural media glass business.

In addition, it is difficult to quantify the relationships between the architectural media glass market and the real estate, construction and DOOH advertising industries, as well as the impact they have on each other. Our uncertainty of GLAAM’s position in the industry’s cycle (i.e., whether we are in a phase of an economic boom or recession) leads to uncertainty around the future growth of our industry. As a result, we cannot provide any assurance that our G-Glass technology will be widely adopted or that it will penetrate any or all of our target markets in the near term, which may adversely affect our profitability.

Our future growth and success are dependent upon the DOOH market and the construction industry’s willingness to adopt architectural media glass and specifically our G-Glass technology.

Our growth is highly dependent upon the adoption of architectural media glass by the construction industry and the DOOH media market. Although we anticipate growing demand for our products, there is no guarantee of such future demand, or that our products will remain competitive in the market.

Many of our potential customers in the construction industry are heavily invested in conventional building materials and may be resistant to new technology or unfamiliar products and services, in part due to health and safety concerns. Any perception of health and safety concerns, whether or not valid, may indirectly inhibit market acceptance of our products and services. Although we continue to expand our sales by successfully completing over 460 projects across multiple continents, our ability to continue to penetrate the market remains uncertain, as there is no guarantee that we will gain widespread market acceptance.

 

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If the market for architectural media glass in general and our products in particular does not develop as we expect, or develops more slowly than we expect, or if demand for our products decreases in its markets, our business, prospects, financial condition and operating results could be harmed. The market for our products could be affected by numerous factors, such as:

 

•

perceptions about G-Glass’ features, quality, safety, performance and cost;

 

•

competition, including from other types of display glass or traditional architectural glass;

 

•

the cost premium for G-Glass in contrast to traditional architectural glass;

 

•

government regulations and economic incentives;

 

•

reduced construction activity, including as a result of the short and long-term effect of the COVID-19 pandemic; and

 

•

concerns about our future viability.

Failure to maintain the performance, reliability and quality standards required by our customers could have a materially negative impact on our financial condition and results of operation.

If our products or services have performance, reliability or quality problems, or our products are improperly installed (for instance, with incompatible glazing materials), we may experience additional warranty and service expenses, reduced or canceled orders, diminished pricing power, higher manufacturing or installation costs or delays in the collection of accounts receivable. Additionally, performance, reliability or quality claims from our customers, with or without merit, could result in costly and time-consuming litigation that could require significant time and attention of management and involve significant monetary damages that could negatively affect our financial results.

Our business and results have been and may be adversely affected by fluctuations in the cost or availability of raw materials, components, purchased finished goods, shipping or services.

Although certain of the raw materials we use to produce G-Glass, such as unique resin, IC semiconductor chips and LEDs, are manufactured through proprietary processes, we source all of our raw materials and components from a limited number of third-party providers on an as-needed basis. However, if the demand for our products rises and we scale up production, there may be other vendors who are willing to supply similar products. Volatility in certain commodities, such as oil, affecting all suppliers may result in additional price increases from time to time, regardless of the number and availability of suppliers. Our profitability and production could be negatively impacted by limitations inherent within the supply chains of certain of these component parts, including competitive, governmental, and legal limitations, natural disasters, and other events that could impact both supply and price.

Additionally, we are dependent on certain service providers for key operational functions, such as installation of finished goods. While there are a number of suppliers of these services, the cost to change service providers and set up new processes could be significant. Our ongoing efforts to improve the cost effectiveness, performance, quality, support, delivery and capacity of our products and services may reduce the number of suppliers we depend on, in turn increasing the risks associated with reliance on a single or a limited number of suppliers. Our results of operations would be adversely affected if we are unable to obtain adequate supplies of high-quality raw materials, components or finished goods in a timely manner or make alternative arrangements for such supplies in a timely manner.

The ongoing effects of the COVID-19 pandemic negatively impacted our business in 2020 and 2021 and continued to disrupt our supply chain for certain components during 2022, which resulted in increased prices for significant commodities, such as glass, semiconductors and aluminum as well as increased shipping and warehousing costs. If these supply chain disruptions and shortages persist in the future, they could affect our

 

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ability to procure components for our products on a timely basis, or at all, or could require us to provide longer lead times to secure critical components by entering into longer term supply agreements. Alternatively, supply chain disruptions and shortages may require us to rely on spot market purchases at higher costs to obtain certain materials or products. Future increases in our costs and/or continued disruptions in the supply chain could negatively impact our profitability, as there can be no assurance that future price increases will be successfully passed through to customers. See “—Our business, results of operations and financial condition have been, and could continue to be, adversely affected by the COVID-19 pandemic.”

A global economic downturn could result in reduced demand for our products and adversely affect our profitability.

In recent years, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and commodity prices and the general weakness of the global economy have contributed to the uncertainty of global economic prospects in general and have adversely affected, and may continue to adversely affect, the Korean economy. Global economic downturns in the past have adversely affected demand for our products and services by our customers in Korea and overseas.

The architectural media glass business is heavily influenced by the economic trends in the real estate, construction, and advertising industries, the governments’ spending abilities and the overall domestic and global economic fluctuations and economic growth trends. The uncertainty of the Biden administration’s policies and the U.S. Federal Reserve’s increase of the base interest rate may pose risks to economic recovery and growth. Additionally, the uncertainty arising out of the European Union’s political environment, including the United Kingdom’s exit from the European Union, and China’s current regulations to cool down its overheated real estate market may curtail investor confidence.

The overall prospects for the global economy remain uncertain, especially in light of the ongoing global pandemic of COVID-19, which has had and may continue to have a negative effect on the global economy. See “—Our business, results of operations and financial condition have been, and could continue to be, adversely affected by the COVID-19 pandemic.” We cannot provide any assurance that demand for our products can be sustained at current levels in future periods or that the demand for our products will not decrease in the future due to such economic downturns, which may adversely affect our profitability. We may decide to adjust our production levels in the future subject to market demand for our products, the production outlook of the global architectural media glass industry, any significant disruptions in our supply chain and global economic conditions in general. Any decline in demand for architectural media glass products may adversely affect our business, results of operations and/or financial condition.

Our short-term profitability will be negatively impacted by our anticipated need to incur significant expenses in connection with the expansion of our staff and marketing efforts.

We plan to use the proceeds from the Business Combination to fund primarily marketing and sales personnel in our international jurisdictions in order to fuel growth. Until we are able to increase our sales as a result of such investment, our short-term profitability will be negatively impacted by the increased costs associated with such investment.

Our sales cycle for large projects is protracted, which makes our annual revenue and other financial metrics hard to predict.

For our Super Large Architectural Media (“SLAM”) installations, our sales cycles, which spans from initial commercial discussion to installation, is approximately four to five years on average, subject to a variety of factors including economic fluctuations and economic growth trends, supply chain disruptions and shortages, political climate changes and credit availability, all of which are out of our immediate control and which could cause delays at various stages of a SLAM installation.

 

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The design and sales quotation phase of a SLAM project typically takes two to three years, followed by a two to three-year construction phase. We ship and install our architectural media glass at the very end of the construction phase. The points at which we recognize revenue can be highly variable and tend to be determined on a case-by-case basis as a combination of when the initial order is placed, when the products are shipped, and when the products are installed and handed over to the customer. Revenue may be recognized at predetermined milestones during the lifecycle of a SLAM project, such as the point of the initial order, the shipment and installation. The longer the sales cycle for a particular project, the more unpredictable our ability to recognize the full potential revenue from such project. Extended sales cycles, without offsetting revenue from smaller projects with shorter sales cycles, can create volatile revenue swings from period to period. For a more detailed explanation of GLAAM’s revenue recognition strategy see “Management’s Discussion and Analysis of Financial Condition and Results of Operation of GLAAM—Components of Results of Operations—Revenues.”

Our ability to realize revenues on our projects is subject to risks related to the financial health and condition of the real estate developers, and their suppliers or contractors, with whom we contract to supply our products. The financial distress or bankruptcy of such developers, and their suppliers and contractors, could result in our inability to realize revenues on contracted projects.

Our key customers include real estate developers and their suppliers and contractors. Because we depend on these customers for a significant portion of our revenue, if any of these real estate developers and their suppliers or contractors were to encounter financial difficulties affecting their ability to make payments, we may not be paid in full or at all on some contracted projects, which could adversely affect our operating results, financial position, and cash flows. Further, if any of our customers with whom we have billing or payment disputes seek bankruptcy protection, such dispute or bankruptcy will likely force us to incur additional costs in attorneys’ fees and fees for other professional consultants, which will negatively affect our revenue and profit.

Technological innovation by others could render our technology and the products produced using our process technologies obsolete or uneconomical.

Our success will depend on our ability to maintain a competitive position with respect to technological advances. Our technology and the products derived from our technology may be rendered obsolete or uneconomical by technological advances by others, more efficient and cost-effective products, or entirely different approaches developed by one or more of our competitors or other third parties. Though we plan to continue to expend significant resources to enhance our technology platform and processes, there are no assurances we will be able to keep pace with technological change.

Our financial projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our actual revenues, market share, expenses and profitability may differ materially from expectations.

The financial projections included in this proxy statement/prospectus are based on our estimates and assumptions as of the date of this proxy statement/prospectus concerning various factors which are subject to significant risks and uncertainties, many of which are beyond our control, and therefore actual results may differ materially. These estimates and assumptions include, among others: estimates of the total addressable market for products; assumptions regarding our ability to identify and convert new customers; estimates of our ability to realize revenue on current projects; assumptions regarding our ability to scale production to meet current and future demand; and assumptions regarding research, product development, product timelines, operational execution and demand. These estimates and assumptions are subject to various factors beyond our control, including, for example, changes in industry demand, increased construction costs, changes in the regulatory environment, the impact of global health crises (including the COVID-19 pandemic), the imposition or heightening of sanctions or other economic or military measures in relation to the current Russia-Ukraine conflict, and changes in our executive team. Notably, our financial projections reflect assumptions regarding contracts that are currently under negotiation with, as well as indications of interest from, potential customers who may withdraw at any time. Accordingly, our future financial condition and results of operations may differ

 

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materially from our projections included in this proxy statement/prospectus. Except to the extent required by applicable law, neither we nor Jaguar have any duty to update the financial projections included in this proxy statement/prospectus. Our failure to achieve our projected results could harm the trading price of our securities and our financial position following the completion of the Business Combination.

Our success depends partly upon our ability to enhance existing products and services and to develop new products and services through product development initiatives and technological advances; any failure to make such improvements could harm our future business and prospects.

The Company has continuously enhanced and improved its existing products and developed new products and services. We are expending resources for the development of new products in all aspects of our business, including products that can reach a broader customer base. For example, we are working to diversify our customer base by offering smaller scale, mass market products such as bus shelter, bridge, showroom and handrail applications, which require less customization and allow us to generate revenue in a much shorter time frame than SLAM projects. We are also developing our “G-Store,” an e-platform where our customers can purchase various artworks and videos, and other media content, to be displayed on G-Glass. Our Korean team, dedicated to creating media content, has created an aggregate of over 500 artworks and videos since 2017. The successful development of our products and product enhancements are subject to numerous risks, both known and unknown, including unanticipated delays, access to significant capital, budget overruns, technical problems and other difficulties that could result in the abandonment or substantial change in the design, development and commercialization of these new products. The events could have a materially adverse impact on our results of operations.

Given the uncertainties inherent with product development and introduction, including lack of market acceptance, we cannot provide assurance that any of our product development efforts will be successful on a timely basis or within budget, if at all. Failure to develop new products and product enhancements on a timely basis or within budget could harm our business and prospects. In addition, we may not be able to achieve the technological advances necessary for us to remain competitive, which could have a materially negative impact on our financial condition.

If our efforts to attract prospective clients and advertisers and to retain existing clients and users of our services are not successful, our growth prospects and revenue will be adversely affected.

Our ability to grow our business, including our DOOH delivery capabilities, and generate revenue depends on retaining, expanding and monetizing our customer base. In particular, our future growth depends in large part on G-Glass installation, adoption of our services and advertising revenue and content monetization across our DOOH business. We have focused on both developing longer-term higher-value SLAM projects in an effort to accelerate our growth and profitability and advancing smaller scale mass-market products that we believe will provide greater earnings stability over time. As part of our effort to secure more SLAM projects, we are looking to introduce glass as a service (GaaS) globally, whereby we bear a portion of the maintenance and installation costs of each new G-Glass installation and license the use of the G-Glass to third parties in exchange for a portion of the media and advertising revenue derived from the installation.

However, familiarizing prospective customers with and convincing them of the value proposition of our products and services require significant time and resources. Many of our existing and prospective clients are large property owners, developers and government agencies, and we often struggle to gain access to their ultimate decision makers. Furthermore, our ability to attract new clients, retain existing clients, and convert users of our G-Glass to our value-added services depends in large part on our ability to continue to offer compelling curated content, leading technologies and products, superior functionality, and an engaging customer experience.

 

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Continued downward pricing of third generation products could adversely affect fourth generation media glass pricing, which may affect our results of operations.

Although we are the only player in the fourth generation iteration of architectural media façades, the pricing of third-generation products still impacts our revenues in the DOOH advertising industry. The market for third-generation display-glass products is large and has attracted numerous new DOOH advertising and media companies. As some companies have sought to compete based on price, they have created pricing pressures on display glass, which we expect to continue in the future. If competitive forces drive down the prices we are able to charge for our products, our profit margins will shrink, which will adversely affect our ability to maintain our profitability and to invest in and grow our business.

Our revenue largely depends on continuing domestic and global demand for architectural media glass, large media displays, and associated digital content. Our sales may not grow at the rate we expect.

Currently, our total sales are derived principally from real estate developers, building owners, and to a lesser extent, from municipalities. Going forward, our diversification strategy includes targeting more sales to content, applications and digital-out-of-home (DOOH) advertising. As each of these product segments significantly contributes to our total sales, we will continue to be dependent on continuing demand for our architecture media glass, large media displays and associated digital content from each of the construction industry, the remodeling industry and the DOOH advertising industry for a substantial portion of our sales. Any downturn in any of those industries in which our customers operate would result in reduced demand for our products, which may in turn result in reduced revenue, lower average selling prices and/or reduced margins.

If new construction levels out and repair and remodeling markets decline, such market pressures could negatively affect our results of operations.

The architectural media glass industry is subject to the cyclical market pressures of the larger new construction and repair and remodeling markets. In turn, these larger markets may be affected by adverse changes in economic conditions such as demographic trends, employment levels, interest rates, commodity prices, availability of credit and consumer confidence, as well as by changing needs and trends in the markets, such as shifts in customers’ preferences and architectural trends. Any future downturn or any other negative market pressures could negatively affect our results of operations in the future, as margins may decrease as a direct result of an overall decrease in demand for our products. Additionally, we may have idle manufacturing capacity which may have a negative effect on our cost structure.

If property developers, who make up our key customer base, face operational and financial challenges, they may change, delay or even cancel ongoing and planned projects. Since our architectural media glass products are installed at the very end of the construction process, at which point we would already have incurred significant costs, such changes, delays or cancellations will have a negative impact on our financial condition and results of operations.

Our government sector sales, which comprise a significant portion of our sales, may be negatively affected by presidential and congressional elections, policy changes, government land development plan changes and other local political events.

Our customers include national, provincial and local government entities. Political events such as pending presidential and congressional elections, the outcome of recent elections, changes in leadership among key executive decision makers, or revisions to government land development plans can affect our ability to secure new government contracts or the speed at which new contracts are signed, decrease future levels of spending and authorizations for programs that we bid on and/or shift spending priorities to programs in areas for which we do not provide services.

 

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The IT, vertical real estate and large format wallscape sectors are regulated and any new or modified regulatory restrictions could negatively affect our sales and results of operations.

The IT, vertical real estate and large format wallscape sectors are subject to various laws, ordinances, rules and regulations concerning zoning, building design and safety, hurricane and floods, construction, and other similar matters. G-Glass has been tested and successfully obtained various certifications required for electric safety as well as construction materials in all of our key markets, including Korea Certification (KC), China Compulsory Certification (CCC), Conformité Européenne (CE) and UL certification. However, if we fail to maintain or renew these certifications, we are at risk of falling out of compliance with applicable laws, ordinances, rules and regulations, which will negatively affect our sales and results of operations. Further, increased regulatory restrictions could limit demand for our products and/or services, which could negatively affect our sales and results of operations. We may not be able to satisfy any future regulations, which consequently could have a negative effect on our sales and results of operations.

Changes in building codes could lower the demand for our G-Glass technology.

The market for G-Glass depends in large part on our ability to satisfy applicable state and local building codes. If the standards in such building codes are raised, we may not be able to meet such requirements, and demand for our products could decline. Conversely, if the standards in such building codes are lowered or are not enforced in certain areas, demand for our products may decrease. If we are unable to satisfy future regulations, including building code standards, it could negatively affect our sales and results of operations.

Certain jurisdictions have stricter regulations covering the types of products and services we offer, which may potentially deter us from entering or expanding within such jurisdictions in the future. For example, the Hong Kong government imposes stringent rules and requirements with respect to building codes and we may not invest additional resources to penetrate the Hong Kong market if the cost of overcoming the barriers outweighs perceived economic gains.

We sometimes manage the installation of our products, which subjects us to risks and costs that may impact our profit margin.

From time to time, we plan and manage the installation of our products at our customers’ venues. The installation process subjects us to risks that are out of our immediate control, including construction delays, unexpected modifications, work stoppages, extreme weather conditions and operational hazards. In addition, we rely on various contractors and subcontractors to carry out each step of the construction and installation process, including brick, façade, insulation, window pane and curtain glass installers, carpenters, electricians, painters and other contractors. Our reliance on third party contractors in combination with certain operational risks can result in delays, damages, replacements, repairs that may subject us to increased or unexpected costs and may affect our ability to complete installations in a timely manner.

Due to the number of contractors and workers on a construction site and the difficulty in identifying issues during the construction process, including delays in identifying latent leaks, intermittent electrical power or signal failures, or other issues, it is difficult to identify the root cause of certain issues that materialize during the installation process. This uncertainty may prevent us from assigning legal liability or requesting reimbursement from third party contractors, forcing us to fund any replacements or remedies necessary for the completion of the installation. As a result, our project profit margin may be negatively affected.

We sometimes rely on third-party contractors for the installation of our products, which subjects us to risks and costs that are out of our control.

We may rely on third party contractors for the installation of our products at our customers’ venues. Such installation work is subject to various hazards and risks, including extreme weather conditions, work stoppages

 

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and operational hazards. If we are delayed or unable to complete installations due to a third-party contractors’ failure to properly operate or if we experience significant changes in the cost of these services due to new or additional regulations, we may not be able to complete installations in a timely manner or make alternative arrangements for such installations in a timely manner. As installation costs represent a significant part of our cost structure, substantial increases in these costs would result in a material adverse effect on our revenues and costs of operations.

Additionally, the performance of such third-party contractors is outside of our control, as a result, failures or deficiencies in the installations of third-party contractors could have an adverse impact on our operating results.

We are subject to labor, health, construction/building and safety regulations, and may be exposed to liabilities and potential costs for lack of compliance.

We are subject to labor, health, construction/building and safety laws and regulations that govern, among other things, the relationship between us and our employees, and the health and safety of our employees. If an adverse final decision that we violated any labor or health and safety laws is issued, we may be exposed to penalties and sanctions, including the payment of fines. Our subsidiaries could also be subject to work stoppages or closure of operations.

We will incur increased costs and become subject to additional regulations and financial reporting obligations as a result of becoming a newly public company in Korea.

After the completion of the Business Combination, we may be subject to an obligation to submit a business report to relevant Korean governmental authorities on a quarterly basis as a corporation with a record of having conducted a public offering in Korea.

We rely on key researchers and engineers, senior management and production facility operators, and the loss of the services of any such personnel or the inability to attract and retain them may negatively affect our business.

Our success depends to an extent upon the continued service of our research and development and engineering personnel, as well as on our ability to continue to attract, retain and motivate qualified researchers and engineers, especially during periods of rapid growth. Our focus on rapid technological developments and advanced manufacturing processes has meant that we must aggressively recruit research and development personnel and engineers with expertise in cutting-edge technologies.

We also depend on the services of experienced key senior management, and if we lose their services, it would be difficult to find and integrate replacement personnel in a timely manner, if at all. We also employ highly skilled line operators at our various production facilities.

The loss of the services of a significant number of our key research and development and engineering personnel, senior management or skilled operators without adequate replacement, or the inability to attract new qualified personnel, may have an adverse effect on our operations.

Equipment failures, delays in deliveries and catastrophic loss at our manufacturing facilities could lead to production curtailments or shutdowns that prevent us from producing our products.

We have one operational state-of-the-art manufacturing facility located in Pyeongtaek, Korea, which currently fulfills the market demand for our products. Due to COVID-19 restrictions, our second manufacturing facility, located in Tianjin, China, is not presently operating, although we may resume manufacturing activities in China as and needed and to the extent possible in the future. Any interruption or significant disruption in production capabilities at our facilities stemming from equipment failures or other reasons could result in our inability to manufacture our products, which would reduce our sales and earnings for the affected period.

 

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In addition, as a result of the highly customizable nature of our products, we generally begin the manufacturing process after receiving an order from a customer rather than relying on pre-existing inventory. If our manufacturing facilities experience any production stoppages, even if only temporarily, or any delays because of events that are beyond our control, delivery times could be severely affected. Any significant delay in deliveries to our customers could lead to increased product returns or cancellations and cause us to lose future sales. Our manufacturing facilities are also subject to the risk of loss due to unanticipated events such as fires, explosions, acts of terrorism or extreme weather conditions. Any plant shutdowns or periods of reduced production stemming from equipment failure, delays in deliveries or catastrophic loss, could have a material adverse effect on our results of operations or financial condition. Further, we may not have adequate insurance to compensate for all losses that result from any of these events. While we have not experienced equipment failures, delivery delays or catastrophic losses at any of our facilities to date, we cannot provide any assurance that no such event will occur in the future.

We may be adversely affected by disruptions to our manufacturing facilities or disruptions to our customer, supplier or employee base.

Any disruption to our two manufacturing facilities could damage a significant portion of our inventory and materially impair our ability to distribute our products to customers. We could incur significantly higher costs and longer lead times associated with distributing our products to customers during the time that it takes for us to reopen or replace a damaged facility. In addition, if there are disruptions to our customer and supplier base or to our employees caused by weather-related events, acts of terrorism, pandemics, or any other cause, our business could be temporarily adversely affected by higher costs for materials, increased shipping and storage costs, increased labor costs, increased absentee rates and scheduling issues. Any interruption in the production or delivery of our supplies could reduce sales of our products and increase costs.

We operate with a modest inventory, which may make it difficult for us to efficiently allocate capacity on a timely basis in response to changes in demand.

Our customers provide us with advance forecasts of their product requirements. However, due to the highly customizable nature of our components and large-scale products in particular, firm orders are not placed until negotiations on purchase prices and construction timelines are finalized and definitive orders are placed several months prior to delivery.

As a result, firm orders may be less than anticipated based on these prior forecasts. Although we typically operate with an inventory level estimated for several months, it may be difficult for us to adjust production costs or to allocate production capacity in a timely manner to compensate for any such modifications in order volumes. Our inability to respond quickly to changes in overall demand for architectural media glass as well as changes in product mix and specifications may result in lost revenue, which would adversely affect our results of operations.

We may experience losses on inventories.

The customizable nature of most of our projects makes it difficult for us to maintain usable stock of finished or semi-finished products. As a result, our inventory consists mostly of raw materials including, glass stocks, LEDs, aluminum extrusion, resins, adhesives, drivers, FPCBs and spacer tape, among other items. Our ability to fulfil orders in a timely manner regardless of their size is dependent on the maintenance of adequate reserves of raw materials in our inventory.

We manage our inventory based on our customers’ and our own forecasts and typically operate with an inventory level estimated for several months. Although adjustments are regularly made based on market conditions, we typically deliver our goods to the customers within several months after a firm order has been placed. While we maintain open channels of communication with our major customers to avoid unexpected decreases in firm orders or subsequent changes to placed orders, and try to minimize our inventory levels, such

 

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actions by our customers may have an adverse effect on our inventory management. Other factors affecting our inventory levels include the shelf life of our raw materials and the production capacity of our manufacturing facilities.

Any issues or delays in meeting our projected manufacturing costs and production capacity could adversely impact our business, prospects, operating results and financial condition.

Future events could result in issues or delays in further ramping our products and expanding production output at our existing and future operating lines. In order to achieve our volume and the anticipated ramp in production of our products, we must continue to sustain and ramp significant production at our two, existing production lines. We are not currently employing a full degree of automation in the manufacturing processes for our products. If we are unable to maintain production at our two facilities, ramp output additionally over time as needed, and do so cost-effectively, or if we are unable to attract, hire and retain a substantial number of highly skilled personnel, our ability to supply our products could be negatively impacted, which could negatively affect our brand and harm our business, prospects, financial condition and operating results.

Our failure to properly manage the distribution of our products and services could result in the loss of revenues and profits.

We utilize a direct sales force, as well as a network of distribution and integration partners, to market and sell our products and services. We are continually reviewing our go-to-market strategy to help ensure that we are reaching the most customers that we can and with the highest level of service. At times, this may require strategic changes to our sales organization or enlisting or dropping various distributors in certain regions, which could result in additional costs or operational challenges. Successfully managing the interaction of our direct and indirect sales channels to reach various potential customers for our products and services is a complex process. In addition, our reliance on indirect selling methods may reduce visibility to demand and pricing issues.

To support the expansion of our business internationally, we may decide to make changes to our operating structure in other countries when we believe these changes will make us more competitive by reaching additional customers, offering faster delivery, importation services, and/or local currency sales. These new operating models may require changes in legal structures, business systems, and business processes that may result in significant business disruption and negatively impact our customers’ experience, resulting in loss of sales. Furthermore, as we assume more responsibility for the importation of our products into other countries, we face higher compliance risk to adhering to local regulatory and trade requirements. Finally, the local stocking of our products in countries outside of our primary distribution centers may result in higher costs and increased risk of excess or obsolete inventory associated with maintaining the appropriate level and mix of stock in multiple inventory locations, resulting in lower gross margins.

Our go-to-market strategy has distinct risks and costs, and therefore, our failure to implement the most advantageous balance in the sales and operating model for our products and services could have a material adverse effect on our revenue and profitability.

Our business involves complex manufacturing processes that may cause personal injury or property damage, subjecting us to liabilities and possible losses or other disruptions of our operations in the future, which may not be covered by insurance.

Our business involves complex manufacturing processes. Some of these processes, such as various forms of durability testing, involve high pressures, temperatures and other hazards that present certain safety risks to workers employed at our manufacturing facilities. The potential exists for accidents involving death or serious injury. The potential liability resulting from any such accident to the extent not covered by insurance, could result in unexpected cash expenditures, thereby reducing the cash available to operate our business. Such an accident could disrupt operations at any of our facilities, which could adversely affect our ability to deliver products to our customers on a timely basis and to retain our current business.

 

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Operating hazards inherent in our business, some of which may be outside of our control, can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. We maintain insurance coverage in amounts and against the risks we believe are consistent with industry practice, but this insurance may not be adequate or available to cover all losses or liabilities we may incur in our operations. Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible amounts accrue based upon our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. However, liabilities subject to insurance are difficult to estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety programs. If we were to experience insurance claims or costs above our estimates, we might also be required to use working capital to satisfy these claims.

Our business relies on our patent rights which may be narrowed in scope or found to be invalid or otherwise unenforceable.

Our success will depend, to a significant extent, on our ability to obtain and enforce our patent rights both in Korea and worldwide. The coverage claimed in a patent application can be significantly reduced before a patent is issued, either in Korea or abroad. Consequently, we cannot provide assurance that any of our pending or future patent applications will result in the issuance of patents. Patents issued to us may be subjected to further proceedings limiting their scope and may not provide significant proprietary protection or competitive advantage. Our patents also may be challenged, circumvented, invalidated or deemed unenforceable. In addition, because patent applications in certain countries generally are not published until more than 18 months after they are first filed, and because publication of discoveries in scientific or patent literature often lags behind actual discoveries, we cannot be certain that we were, or any of our licensors was, the first creator of inventions covered by pending patent applications, that we or any of our licensors will be entitled to any rights in purported inventions claimed in pending or future patent applications, or that we were, or any of our licensors was, the first to file patent applications on such inventions.

Furthermore, pending patent applications or patents already issued to us or our licensors may become subject to dispute, and any dispute could be resolved against us. For example, we may become involved in re-examination, reissue or interference proceedings and the result of these proceedings could be the invalidation or substantial narrowing of our patent claims. We also could be subject to court proceedings that could find our patents invalid or unenforceable or could substantially narrow the scope of our patent claims. In addition, depending on the jurisdiction, statutory differences in patentable subject matter may limit the protection we can obtain on some of our inventions.

Failure to protect our intellectual property rights could impair our competitiveness and harm our business and future prospects.

We believe that the fact that we produce G-Glass from fully proprietary, self-developed production machines and equipment, and are the only market player that can offer products of this kind are critical to the success of our business. While we take active measures to obtain international protection of our intellectual property by obtaining patents and undertaking monitoring activities in our major markets. However, we cannot assure you that the measures we are taking will effectively deter competitors from improper use of our proprietary technologies. Our competitors may misappropriate our intellectual property, disputes as to ownership of intellectual property may arise and our intellectual property may otherwise become known or independently developed by our competitors.

We may in the future be subject to claims that former employees, collaborators, or other third parties have an interest in our patents or other intellectual property as an inventor or co-inventor. For example, we may have inventorship disputes arise from conflicting obligations of consultants or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship. If

 

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we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Any failure to protect our intellectual property could impair our competitiveness and harm our business and future prospects.

We are subject to potential exposure to environmental liabilities and are subject to environmental regulation and any such liabilities or regulation may negatively affect our costs and results of operations in the future.

Our manufacturing processes involve hazardous materials and generate industrial waste such as used glass containing resin at various stages in the manufacturing process, and we are subject to a variety of laws and regulations relating to the use, storage, discharge and disposal of waste substances, which are frequently changing and becoming more stringent. Although we have enacted safety measures, engaged in employee education on handling such materials and installed various types of safety equipment, consistent with industry standards, for the treatment of such industrial waste, engages a professional third party industrial waste management service provider and believe that our facilities are materially in compliance with such laws and regulations, we cannot provide assurance that our protocols will always be followed by our employees or the third party service provider and safety or environmental related claims will not be brought against us or that the local or national governments will not take steps toward adopting more stringent safety or environmental standards.

Furthermore, as owners of real property, our subsidiaries can be held liable for the investigation or remediation of contamination on such properties, in some circumstances, without regard to whether we knew of or were responsible for such contamination. Remediation may be required in the future because of spills or releases of hazardous substances, the discovery of unknown environmental conditions, or more stringent standards regarding existing residual contamination. Environmental regulatory requirements may become more burdensome, increase our general and administrative costs, the availability of construction materials, raw materials and energy, and increase the risk that our subsidiaries incur fines or penalties or be held liable for violations of such regulatory requirements. New regulations regarding climate change may also increase our expenses and eventually reduce our sales.

Earthquakes, tsunamis, floods, severe health epidemics (including the ongoing global COVID-19 pandemic and any possible recurrence of other types of widespread infectious diseases) and other natural calamities could materially adversely affect our business, results of operations or financial condition.

If earthquakes, tsunamis, floods, fires, extreme weather events (whether as a result of climate change or otherwise), severe health epidemics (such as the COVID-19 pandemic) or any other natural calamities were to occur in the future in any area where any of our assets, suppliers or customers are located, our business, results of operations or financial condition could be adversely affected. A number of suppliers of our raw materials, components and manufacturing equipment, as well as certain of our manufacturing facilities, are located in countries which have historically suffered natural calamities from time to time, such as China and Korea. Any occurrence of such natural calamities in countries where our suppliers are located may lead to shortages or delays in the supply of raw materials, components or manufacturing equipment. In addition, natural calamities in areas where our customers are located, including Korea, China, Japan, the United States and Europe, may cause disruptions in their businesses, which in turn could adversely impact their demand for our products. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster and to execute successfully on those plans in the event of a disaster or emergency, our business would be seriously harmed.

 

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Our business, results of operations and financial condition have been, and could continue to be, adversely affected by the COVID-19 pandemic.

The ongoing COVID-19 pandemic has impacted our business and we expect it to continue to do so. Governments and businesses have taken, and may continue to take, unprecedented measures in response to the COVID-19 pandemic. Such measures have included restrictions on travel and business operations, temporary closures of businesses, and quarantines and shelter-in-place orders. The COVID-19 pandemic has caused significant volatility and disruption in global financial markets.

The COVID-19 pandemic and the measures taken by many countries in response have had an adverse impact on, and could continue to adversely impact, our business, results of operations and financial condition. These actions include:

 

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disruption in demand for our G-Glass, which has resulted and may continue to result in a decline in the prices we are able to charge for the sale of G-Glass;

 

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effects on our industry partners’ and potential industry partners’ ability or willingness to invest in new technologies or to work with us;

 

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a slow-down in the construction of manufacturing facilities for our technology platform;

 

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delays in the delivery of our G-Glass and limitation on our ability to operate our business as a result of federal, state or local regulations imposed as a result of COVID-19; and

 

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limitations on our industry partners’ ability to conduct partnering activities in a timely manner.

We believe the aforementioned factors impact our revenues directly in instances where we participate in projects with industry partners and indirectly in instances where we are party to licensing agreements with industry partners and collect lower royalty fees.

The full extent of the impact of the COVID-19 pandemic on our operational and current and future financial performance is currently uncertain and will depend on many factors outside our control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the availability of effective treatments and vaccines, the emergence, severity and spread of potential variants of the virus that causes COVID-19, the imposition of and compliance with protective public safety measures, and the impact of the pandemic on the global economy and on the demand for the products produced using our process technologies and our ability to maintain current and foster new relationships with our industry partners. We are continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities.

We continue to face significant risks associated with our international expansion strategy.

We are continuing to seek new opportunities to produce and commercialize products using our process technologies outside the Korea through entering into licensing and distribution with new and existing industry partners. Our international business operations are subject to a variety of risks, including:

 

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challenges associated with operating in diverse cultural and legal environments, including legal restrictions that impact our ability to enter into strategic partnering arrangements;

 

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the need to comply with a variety of Korean laws applicable to the conduct of overseas operations, including export control laws and local law requirements;

 

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our ability, or reduced ability, to protect our intellectual property in certain countries;

 

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potential for longer sales cycles in certain countries;

 

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changes in or interpretations of foreign rules and regulations that may adversely affect our or our industry partners’ ability to produce or sell products manufactured using our process technologies or repatriate profits to Korea;

 

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