Item 1.01 |
Entry into Material Definitive Agreement |
Amendment No. 1 to Business Combination Agreement
As previously disclosed, on March 2, 2023, Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares
(JGGC), 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 (Exchange Sub), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of the Republic of Korea (GLAAM), entered into a Business Combination Agreement (as
it may be amended and/or restated from time to time, the Business Combination Agreement).
On June 16, 2023, JGGC,
New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 1 to the Business Combination Agreement (the BCA Amendment). The BCA Amendment amends Section 1.01 to the Business Combination Agreement to amend
and restate the definition of SPAC Share Price to read in its entirety as follows: SPAC Share Price shall mean $10.60.
No other changes were made to the Business Combination Agreement. The foregoing description of the BCA Amendment does not purport to be
complete and is qualified in its entirety by the terms and conditions of the BCA Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. A
copy of the Business Combination Agreement is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by JGGC with the U.S. Securities and Exchange Commission (the SEC)
on March 3, 2023 and is incorporated herein by reference.
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
On June 14, 2023, JGGC received a notice (the Notice) from the Listing Qualifications
Department of the Nasdaq Stock Market LLC (Nasdaq) indicating that since JGGCs aggregate market value of its outstanding warrants was less than $1 million, JGGC was no longer in compliance with the Nasdaq Global Market
continued listing criteria set forth in Listing Rule 5452(b)(C) (the Listing Rule), which requires JGGC to maintain an aggregate market value of its outstanding warrants of at least $1 million.
The Notice states that JGGC has 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Listing Rule. JGGC
intends to submit a compliance plan within the specified period and take all reasonable measures available to regain compliance under the Listing Rule. If Nasdaq accepts the compliance plan, JGGC can be granted an extension of time to regain
compliance with the Listing Rule. If Nasdaq does not accept the compliance plan, JGGC will have the opportunity to appeal the decision to the Nasdaq Hearings Panel.
The Letter has no immediate effect on the listing of JGGCs warrants on the Nasdaq Global Market while JGGC prepares and submits a
compliance plan. Additionally, the Notice relates only to JGGCs warrants and will have no effect on the listing or trading of JGGCs Class A ordinary shares.
There can be no assurance that the compliance plan will be accepted by Nasdaq or that JGGC will be able to regain compliance with the minimum
requirements under the Listing Rule or will otherwise be in compliance with other Nasdaq listing criteria.
Additional Information and Where to Find It
In connection with the proposed business combination, New PubCo has filed with the SEC a registration statement on Form
F-4, which includes a preliminary prospectus with respect to New PubCo securities to be issued in connection with the business combination and a preliminary proxy statement with respect to the shareholder
meeting of JGGC to vote on, among other things, the business combination. The registration statement filed with the SEC has not yet become effective. JGGCS 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 IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION, AS THESE
MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT JGGC, GLAAM AND THE PROPOSED BUSINESS COMBINATION. This Current Report on Form 8-K 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 JGGC 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 SECs website at www.sec.gov,
or upon written request to JGGC at Jaguar Global Growth Corporation I, 601 Brickell Key Drive, Suite 700, Miami, FL 33131.
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.
Participants in the
Solicitation
JGGC and its directors and executive officers may be deemed participants in the solicitation of proxies from JGGCs
shareholders with respect to the business combination. A list of the names of JGGCs directors and executive officers and a description of their interests in JGGC is contained in the registration statement, which was filed with the SEC and is
available free of charge at the SECs website at www.sec.gov.