Jaguar Global Growth Corporation I (Nasdaq: JGGC, JGGCR, and JGGCW)
(“Jaguar Global”) and GLAAM Co., Ltd. (“GLAAM”), a leading designer
and manufacturer of architectural media glass, today announced the
public filing of a registration statement on Form F-4 with the U.S.
Securities and Exchange Commission (the “SEC”). The registration
statement is in connection with Jaguar Global and GLAAM’s proposed
business combination.
On March 2, 2023, Jaguar Global and GLAAM entered into a
definitive business combination agreement that would result in
GLAAM becoming a publicly traded company. As a result of the
business combination, GLAAM and Jaguar Global shareholders will
exchange their shares for shares in a new combined company
(“NewCo”). Upon closing of the transaction, NewCo is expected to be
renamed, and its ordinary shares are expected to be listed on the
Nasdaq Stock Market under a new ticker symbol.
The registration statement on Form F-4 includes a preliminary
prospectus with respect to NewCo securities to be issued in
connection with the business combination and a preliminary proxy
statement with respect to the shareholder meeting of Jaguar Global
to vote on, among other things, the business combination. The
transaction is expected to close in the third quarter of 2023,
subject to the registration statement being declared effective by
the SEC, along with regulatory and shareholder approvals.
A copy of the registration statement is available for review on
the SEC's website at www.sec.gov.
For the direct link to the F-4 filing, visit: F-4 (sec.gov)
About Jaguar Global Growth Corporation I
Jaguar Global Growth Corporation I is a partnership between
Jaguar Growth Partners, a global investor in growth companies, and
Hennessy Capital Group, an alternative asset manager for innovative
technology companies. For more information, please visit
www.jaguarglobalgrowth.com.
About GLAAM
GLAAM is the inventor and manufacturer of G-Glass, the world’s
first architectural media glass that combines IT building material
and architectural glass into one standalone product. G-Glass has a
variety of applications, including digital out of home media and
marketing.
To learn more about GLAAM, visit: www.glaam.co.kr/en.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC, is acting as Jaguar Global’s exclusive
financial advisor and lead capital markets advisor, and Oberon
Securities is acting as GLAAM's exclusive financial advisor.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, Jaguar Global’s, GLAAM’s
and NewCo's expectations with respect to future performance
and anticipated financial impacts of the proposed business
combination, the satisfaction of the closing conditions to the
proposed business combination and the timing of the completion of
the proposed business combination. For example, projections of
future enterprise value, revenue and other metrics are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "should",
"expect", "intend", "will", "estimate", "anticipate", "believe",
"predict", "potential" or "continue", or the negatives of these
terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Jaguar Global and
its management, NewCo and GLAAM and its management, as the
case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Business Combination Agreement; (2) the outcome
of any legal proceedings or regulatory matters or investigations
that may be instituted against Jaguar Global, GLAAM, NewCo or
others; (3) the inability to complete the business combination due
to the failure to obtain approval of the shareholders of Jaguar
Global or to satisfy other conditions to closing; (4) changes to
the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or
regulations; (5) the ability to meet stock exchange listing
standards following the consummation of the business combination;
(6) the risk that the business combination disrupts current plans
and operations of Jaguar Global or GLAAM as a result of the
announcement and consummation of the business combination; (7) the
ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of NewCo to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (8) costs related to the
business combination; (9) changes in applicable laws or
regulations; (10) the possibility that Jaguar Global, GLAAM or
NewCo may be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of COVID-19 on GLAAM's
business and/or the ability of the parties to complete the proposed
business combination; (12) GLAAM's estimates of expenses and
profitability and underlying assumptions with respect to
shareholder redemptions and purchase price and other adjustments;
and (13) other risks and uncertainties set forth in the section
entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in Jaguar Global’s final prospectus
relating to its initial public offering and in Jaguar Global’s and
NewCo's subsequent filings with the SEC, including the
registration statement on Form F-4, which includes the preliminary
proxy statement/prospectus, relating to the business
combination.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date hereof. None of Jaguar Global,
GLAAM or NewCo undertake any duty to update these
forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed business combination, NewCo has
filed with the SEC a registration statement on
Form F-4 (the “Registration Statement”) that includes a
preliminary prospectus with respect to NewCo securities to be
issued in connection with the business combination and a
preliminary proxy statement with respect to the shareholder meeting
of Jaguar Global to vote on, among other things, the business
combination. The Registration Statement filed with
the Securities and Exchange Commission has not yet become
effective. Jaguar Global’s shareholders and other
interested persons are advised to read the Registration Statement,
including the preliminary proxy statement/prospectus, and when
available, any amendments thereto, the definitive proxy
statement/prospectus and any other documents filed with the SEC in
connection with the proposed business combination, as these
materials will contain important information about GLAAM, Jaguar
Global and the proposed business combination. This
press release does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed business combination. When
available, the definitive proxy statement/prospectus and other
relevant materials for the proposed business combination will be
mailed to shareholders of Jaguar Global as of a record date to be
established for voting on the proposed business combination.
Shareholders are also, or will be, able to obtain copies of the
Registration Statement, the preliminary proxy statement/prospectus,
any amendments thereto, the definitive proxy statement/prospectus
and other documents filed with the SEC, without charge, once
available, at the SEC's web site at www.sec.gov, or upon
written request to Jaguar Global at Jaguar Global Growth
Corporation I, 601 Brickell Key Drive, Suite 700, Miami, FL
33131.
Participants in Solicitation
Jaguar Global and its directors and executive officers may be
deemed participants in the solicitation of proxies from Jaguar
Global’s shareholders with respect to the proposed business
combination. A list of the names of Jaguar Global’s directors and
executive officers and a description of their interests in Jaguar
Global is contained in the Registration Statement, which was filed
with the SEC and is available free of charge at the SEC’s website
at www.sec.gov. To the extent such holdings of Jaguar Global’s
securities have changed since the filing of the Registration
Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
NewCo, GLAAM and their respective directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of Jaguar Global in connection
with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination is contained in the
Registration Statement, which was filed with the SEC and is
available free of charge at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT
BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Contacts:
Jaguar Global Growth Corporation I Media
Contact Dukas Linden Public Relations for Jaguar Global
Growth Corporation I +1 212.704.7385jaguar@dlpr.com
Jaguar Global Growth Corporation I Investor Relations
ContactCody Slach and Jackie KeshnerGateway Group, Inc. +1
949.574.3860JGGC@gatewayir.com
GLAAM Investor Relations ContactNakyung Kim THE
IR+82.2.785.1109snk@irup.co.kr
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