Form: SCHEDULE 13D/A

February 3, 2025






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D



Comment for Type of Reporting Person:
(1) Following the Distribution of the Issuer's ordinary shares, $0.0001 par value ("Ordinary Shares") described in Item 3, Jaguar Global Growth Partners I, LLC (the "Sponsor") ceased to beneficially own any Ordinary Shares of the Issuer. Therefore, the filing of this Amendment (as defined below) constitutes an exit filing for the Sponsor.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) Gary R. Garrabrant and Thomas J. McDonald are managing members of JGG SPAC Holdings LLC ("JGG") and may be deemed beneficial owners of these Ordinary Shares. Mr. Garrabrant and Mr. McDonald disclaim beneficial ownership over these ordinary shares except to the extent of their pecuniary interest, whether direct or indirect. (2) Following the Distribution of the Issuer's Ordinary Shares described in Item 3, JGG ceased to beneficially own more than 5% of the Issuer's Ordinary Shares. Therefore, the filing of this Amendment (as defined below) constitutes an exit filing for JGG. (3) Percent of class calculated based on an aggregate of 36,643,467 Ordinary Shares issued and outstanding as of February 3, 2025.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) Following the Distribution of the Issuer's Ordinary Shares described in Item 3, HC Jaguar Partners I LLC ("HC") ceased to beneficially own any Ordinary Shares of the Issuer. Therefore, the filing of this Amendment (as defined below) constitutes an exit filing for HC.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) The aggregate amount of Ordinary Shares beneficially owned by Mr. Garrabrant is comprised of (a) 1,884,884 Ordinary Shares held by Mr. Garrabrant; (b) 2,459,083 Ordinary Shares underlying warrants held by Mr. Garrabrant; (c) 697,760 securities held by JGG, of which Mr. Garrabrant and Thomas J. McDonald are managing members and may be deemed beneficial owners, but of which Mr. Garrabrant and Mr. McDonald disclaim beneficial ownership except to the extent of their pecuniary interest, whether direct or indirect; (d) 66,398 securities held by Jaguar Growth Partners Group LLC ("JGPG"), of which Mr. Garrabrant and Mr. McDonald are owners and may be deemed beneficial owners, and (e) 325,726 securities held by Jaguar Growth Partners, LLC ("JGP"), of which Mr. Garrabrant and Mr. McDonald may be deemed beneficial owners. (2) Percent of class calculated based on an aggregate of 36,643,467 Ordinary Shares issued and outstanding as of January 3, 2025, plus 2,459,083 Ordinary Shares underlying the warrants held by Mr. Garrabrant.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) The aggregate amount of Ordinary Shares beneficially owned by Mr. McDonald is comprised of (a) 357,773 Ordinary Shares held by Mr. McDonald; (b) 1,229,540 Ordinary Shares underlying warrants held by Mr. McDonald; (c) 697,760 securities held by JGG, of which Mr. Garrabrant and Mr. McDonald are managing members and may be deemed beneficial owners, but of which Mr. Garrabrant and Mr. McDonald disclaim beneficial ownership except to the extent of their pecuniary interest, whether direct or indirect; (d) 66,398 securities held by JGPG, of which Mr. Garrabrant and Mr. McDonald are owners and may be deemed beneficial owners, and (e) 325,726 securities held by JGP, of which Mr. Garrabrant and Mr. McDonald may be deemed beneficial owners. (2) Percent of class calculated based on an aggregate of 36,643,467 Ordinary Shares issued and outstanding as of February 3, 2025, plus 1,229,540 Ordinary Shares underlying the warrants held by Mr. McDonald.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) The aggregate amount of Ordinary Shares beneficially owned by Mr. Hennessy is comprised of 337,616 Ordinary Shares and 131,717 Ordinary Shares underlying warrants held by Mr. Hennessy. (2) Following the Distribution of the Issuer's Ordinary Shares described in Item 3, Mr. Hennessy ceased to beneficially own more than 5% Issuer's Ordinary Shares. Therefore, the filing of this Amendment (as defined below) constitutes an exit filing for Mr. Hennessy. (3) Percent of class calculated based on an aggregate of 36,643,467 Ordinary Shares issued and outstanding as of February 3, 2025, plus 131,717 Ordinary Shares underlying the warrants held by Mr. Hennessy.


SCHEDULE 13D



Comment for Type of Reporting Person:
(1) The aggregate amount of Ordinary Shares beneficially owned by Mr. Beck is comprised of 128,559 Ordinary Shares. (2) Following the Distribution of the Issuer's Ordinary Shares described in Item 3, Mr. Beck ceased to beneficially own more than 5% Issuer's Ordinary Shares. Therefore, the filing of this Amendment (as defined below) constitutes an exit filing for Mr. Beck. (3) Percent of class calculated based on an aggregate of 36,643,467 Ordinary Shares issued and outstanding as of February 3, 2025.


SCHEDULE 13D

 
Jaguar Global Growth Partners I, LLC
 
Signature: /s/ Gary R. Garrabrant
Name/Title: Gary R. Garrabrant
Date: 02/03/2025
 
JGG SPAC Holdings LLC
 
Signature: /s/ Gary R. Garrabrant
Name/Title: Gary R. Garrabrant/Managing Member
Date: 02/03/2025
 
HC Jaguar Partners I LLC
 
Signature: /s/ Thomas D. Hennessy
Name/Title: Thomas D. Hennessy/Managing Member
Date: 02/03/2025
 
Gary R. Garrabrant
 
Signature: /s/ Gary R. Garrabrant
Name/Title: GARY R. GARRABRANT
Date: 02/03/2025
 
Thomas J. McDonald
 
Signature: /s/ Thomas J. McDonald
Name/Title: THOMAS J. MCDONALD
Date: 02/03/2025
 
Thomas D. Hennessy
 
Signature: /s/ Thomas D. Hennessy
Name/Title: THOMAS D. HENNESSY
Date: 02/03/2025
 
M. Joseph Beck
 
Signature: /s/ M. Joseph Beck
Name/Title: M. JOSEPH BECK
Date: 02/03/2025