References to the "company," "our," "us" or "we" refer to Jaguar Global Growth Corporation I. The following discussion and analysis of the company's financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements



This Quarterly Report on
Form 10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated on March 31, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.



Our sponsor is Jaguar Global Growth Partners I, LLC, a Delaware limited
liability company. The registration statement for our initial public offering
was declared effective on February 10, 2022. On February 15, 2022, we
consummated the initial public offering of 23,000,000 units ("units" and, with
respect to the Class A ordinary shares included in the units being offered, the
"Class A Ordinary Shares"), at $10.00 per Unit, which includes the exercise in
full of the underwriters' option to purchase an additional 3,000,000 units at
the initial public offering price to cover over-allotments, generating gross
proceeds of $230.0 million, and incurring offering costs of approximately
$12.65 million, inclusive of $8.05 million in deferred underwriting commissions.
Each Unit consists of one Class A ordinary share, $0.0001 par value per share,
one right to receive
one-twelfth
(1/12) of one Class A Ordinary Share and
one-half
of one redeemable warrant ("public warrants"), each whole public warrant
entitling the holder thereof to purchase one Class A Ordinary Share at an
exercise price of $11.50 per share, subject to adjustment.

Simultaneously with the closing of the initial public offering, we consummated the private placement ("private placement") of 12,450,000 warrants at a price of $1.00 per warrant ("private placement warrants") to the sponsor, generating gross proceeds of $12.45 million.



Upon the closing of the initial public offering and the private placement on
February 15, 2022, $234.6 million ($10.20 per Unit) of the net proceeds of the
sale of the units in the initial public offering and the private placement were
placed in a
non-interest
bearing trust account ("trust account") located in the United States with
Continental Stock Transfer & Trust Company acting as trustee. Since the initial
public offering, the proceeds have been and will only be invested in U.S.
"government securities," within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule
2a-7
promulgated under the Investment Company Act, which invest only in direct U.S.
government treasury obligations, as determined by the company, until the earlier
of (i) the completion of a business combination and (ii) the distribution of the
trust account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of our initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating our initial business combination.


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If we have not completed our initial business combination within 18 months from
the closing of the initial public offering, or August 15, 2023, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes, if any (less up to $100,000
of interest to pay dissolution expenses and which interest shall be net of taxes
payable), divided by the number of the then outstanding public shares, which
redemption will completely extinguish Public Shareholders' rights as
shareholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of
directors, liquidate and dissolve, subject in each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law.

Liquidity and Capital Resources

As of June 30, 2022 we had cash of $894,936 outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel and structure, negotiate and complete an initial business combination.

Prior to the completion of the initial public offering, our liquidity needs have been satisfied through (i) $25,000 paid by our initial shareholders to cover certain of our offering costs in exchange for the issuance of the founder shares to our initial shareholders and (ii) loan proceeds from our sponsor of an aggregate amount of $250,000 under an unsecured amended and restated promissory note, which we fully repaid upon the closing of the initial public offering. After the consummation of our initial public offering, our liquidity needs have been satisfied with the net proceeds from our initial public offering and the private placement.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, if any, (less taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest income (if any) to pay taxes, if any. Our annual tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest income earned on the amount in the trust account (if any) will be sufficient to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Based on the foregoing, management believes that the company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or until the next periodic filing. Over this time period, the company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.



We do not believe we will need to raise additional funds following the initial
public offering in order to meet the expenditures required for operating our
business prior to our initial business combination, other than funds available
from loans from our sponsor, its affiliates or members of our management team.
However, if our estimates of the costs of identifying a target business,
undertaking
in-depth
due diligence and negotiating an initial business combination are less than the
actual amount necessary to do so, we may have insufficient funds available to
operate our business prior to our initial business combination. In order to fund
working capital deficiencies or finance transaction costs in connection with an
intended initial business combination, our sponsor or an affiliate of our
sponsor or certain of our officers and directors may, but are not obligated to,
loan us funds as may be required. If we complete our initial business
combination, we may repay such loaned amounts out of the proceeds of the trust
account released to us. In the event that our initial business combination does
not close, we may use a portion of the working capital held outside the trust
account to repay such loaned amounts but no proceeds from our trust account
would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into warrants of the post-business combination entity at a price of
$1.00 per warrant at the option of the lender. The warrants would be identical
to the private placement warrants. The terms of such loans, if any, have not
been determined and no written agreements exist with respect to such loans.
Prior to the completion of our initial business combination, we do not expect to
seek loans from parties other than our sponsor, its affiliates or our management
team as we do not believe third parties will be willing to loan such funds and
provide a waiver against any and all rights to seek access to funds in our trust
account.

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We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Results of Operations

Our entire activity from inception to June 30, 2022 was in preparation for our formation and the initial public offering, and since the initial public offering, our search for a prospective target for our initial business combination. We will not generate any operating revenues until after completion of our initial business combination, at the earliest. We may generate non-operating income in the form of interest income on cash and cash equivalents. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. Since the date of the initial public offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2022, we had net income of $3,658,940, consisting of a gain of $3,632,700 in change in fair value of derivative warrant liabilities, a gain of $325,699 related to marketable securities offset by $299,459 of general and administrative expenses.

For the six months ended June 30, 2022, we had net income of $2,269,831, consisting of a gain of $2,695,800 in change in fair value of derivative warrant liabilities, a gain of $359,604 related to marketable securities, offset by $570,534 of general and administrative expenses, and $215,039 of transaction costs allocation to derivative warrant liabilities.

For the period from March 31, 2021 (inception) through June 30, 2021, we had a net loss of $35,547, consisting of $33,333 in formation costs and $2,214 in general and administrative expenses.

Contractual Obligations

Administrative Services Agreement


Commencing on February 10, 2022 we agreed to pay our sponsor or an affiliate of
our sponsor a total of $10,000 per month for office space, secretarial and
administrative services, research and other services provided to us and to
reimburse our sponsor for any
out-of-pocket
expenses related to identifying, investigating and completing an initial
business combination. Upon completion of the initial business combination or our
liquidation, we will cease paying these monthly fees. For the three months and
six months ended June 30, 2022, the Company incurred and paid $30,000 and
$50,000, respectively, for these services. As of June 30, 2022 and December 31,
2021, the Company had no balance outstanding for services in connection with
such agreement on the accompanying condensed balance sheets.

Registration Rights

The holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.


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Underwriting Agreement

We granted the underwriters a
45-day
option from the final prospectus relating to the initial public offering to
purchase up to 3,000,000 additional units to cover over-allotments, if any, at
the initial public offering price less the underwriting discounts and
commissions. On February 11, 2021, the underwriters fully exercised the
over-allotment option.

The Company granted the underwriters a discount of $0.20 per Unit, $4,600,000 in the aggregate. An additional fee of $0.35 per Unit, or approximately $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the company completes a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and expenses during the period reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates effecting our unaudited condensed financial statements:

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480. Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our Class A Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Class A Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders' deficit section of our condensed balance sheet.

Net Income or Loss per Share

The company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods.

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the company's initial business combination on a one-for-one basis, subject to adjustment.


The company's condensed statement of operations includes a presentation of loss
per share for shares of ordinary shares subject to possible redemption in a
manner similar to the
two-class
method of loss per share.

Adjustment associated with the redeemable Class A Ordinary Shares is excluded from loss per share as the redemption value approximates fair value.


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Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Off-balance

Sheet Arrangements



As of June 30, 2022, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of
Regulation S-K.

JOBS Act



The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We will qualify as an
"emerging growth company" and under the JOBS Act will be allowed to comply with
new or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for
non-emerging
growth companies. As a result, our unaudited condensed financial statements may
not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be
required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the unaudited
condensed financial statements (auditor discussion and analysis) and
(iv) disclose certain executive compensation related items such as the
correlation between executive compensation and performance and comparisons of
the principal executive officer's compensation to median employee compensation.
These exemptions will apply for a period of five years following the completion
of our initial public offering or until we are no longer an "emerging growth
company," whichever is earlier.

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