Item 1.01 |
Entry into Material Definitive Agreement |
Amendment No. 3 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), Captivision Inc. (FKA 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 amended on June 16, 2023, July 7, 2023 and as it may be amended and/or restated from time to time, the Business Combination Agreement).
On July 18, 2023, JGGC, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 3 to the Business Combination
Agreement (the BCA Amendment). The BCA Amendment provides that JGGC shall file with the U.S. Securities and Exchange Commission (the SEC) a proxy statement pursuant to which it will propose and seek approval to
extend the date by which it has to consummate a business combination to September 15, 2023 (the Termination Date) and to allow JGGC without another shareholder vote, to elect to extend the Termination Date to consummate a
business combination on a monthly basis for up to three times by an additional one month each time, until December 15, 2023, unless the closing of JGGCs business combination has occurred.
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 SEC on March 3, 2023 and is incorporated herein by reference.
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.
New PubCo, GLAAM and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies
from the shareholders of JGGC in connection with the 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 by New PubCo and is available free of charge at the SECs website at www.sec.gov.