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 that the registration statement on Form F-4, relating to
its previously announced proposed business combination (the
“Business Combination”), has been declared effective by the U.S.
Securities and Exchange Commission (the “SEC”).
Jaguar Global has also scheduled its Extraordinary General
Meeting of Shareholders (the “Extraordinary General Meeting”) to
vote on, among other things, the Business Combination. The
Extraordinary General Meeting will be held virtually at
https://www.cstproxy.com/fastacqii/sm2023 at 12:00 p.m. Eastern
Time on September 27, 2023. Mailing of the definitive proxy
statement to Jaguar Global’s shareholders of record as of the close
of business on September 1, 2023 commenced today, September 14,
2023. Before making any voting or investment decision, investors
and security holders of Jaguar Global are urged to carefully read
the entire proxy statement and other documents filed in connection
with the Business Combination with the SEC, because they contain
important information about the proposed transaction and the
related shareholder proposals.
As a result of the Business Combination, GLAAM and Jaguar Global
shareholders will exchange their shares for shares in a new
combined company that is named “Captivision Inc.” (“Captivision”).
Captivision’s ordinary shares and warrants are expected to be
listed on the Nasdaq Stock Market under the proposed ticker symbols
“CAPT” and “CAPTW,” respectively.
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.
Forward-Looking Statements
This communication 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 Captivision'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, Captivision 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,
Captivision 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 Captivision 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
Captivision 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
Captivision's subsequent filings with the SEC, including the
registration statement on Form F-4, which includes the proxy
statement/prospectus, relating to the business combination.
Nothing in this communication 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 Captivision undertake any duty to update these
forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed business combination,
Captivision has filed a registration statement on Form F-4
(File No. 333-271649) (the “Registration Statement”) with the
SEC, which includes a document that serves as a joint prospectus
with respect to Captivision securities and proxy statement of
Jaguar Global, referred to as a proxy statement/prospectus.
Jaguar Global’s shareholders and other interested persons
are advised to read the Registration Statement, including the
Registration Statement, the proxy statement/prospectus and any
other documents filed with the SEC in connection with the proposed
business combination, as these materials contain important
information about GLAAM, Jaguar Global and the proposed business
combination. This communication 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. 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 established for voting on the proposed
business combination. Shareholders are also able to obtain copies
of the Registration Statement, the proxy statement/prospectus, any
amendments thereto, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, 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.
Captivision, 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 communication 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 communication
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@gateway-grp.com
GLAAM Investor Relations ContactNakyung Kim THE
IR+82.2.785.1109snk@irup.co.kr
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