JAGR GLOBPAR Item 7.01 Regulation FD Disclosure
On
JGGC and GLAAM held a conference call on
Attached as Exhibit 99.3 and incorporated herein by reference is the management presentation that JGGC and GLAAM will use in connection with the Proposed Transactions.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of JGGC under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
Additional Information about the Proposed Business Combination and Where to Find It
This Current Report on Form 8-K is being made in respect of the Proposed
Transactions involving JGGC and GLAAM. In connection with the Proposed
Transactions, New PubCo intends to file the Registration Statement on Form F-4
(the "Registration Statement") with the
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Participants in the Solicitation
JGGC and its directors and executive officers may be deemed participants in the
solicitation of proxies from JGGC's shareholders with respect to the Proposed
Transactions. A list of the names of JGGC's directors and executive officers and
a description of their interests in JGGC is contained in JGGC's final prospectus
related to its initial public offering dated
New
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating performance of New PubCo, GLAAM or JGGC. Forward-looking statements generally relate to future events or JGGC's, GLAAM's or New PubCo's future financial or operating performance. For example, projections of future 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 that 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 JGGC and its management, and GLAAM and its
management, as the case may be, are inherently uncertain and are inherently
subject to risks, variability and contingencies, many of which are beyond New
PubCo's and GLAAM's control. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (1) JGGC's
ability to complete the Proposed Transactions; (2) the outcome of any legal
proceedings that may be instituted against JGGC, New PubCo, GLAAM or others
following the announcement of the Proposed Transactions and any definitive
agreements with respect thereto; (3) the inability to complete the Proposed
Transactions due to the failure to obtain approval of the shareholders of JGGC,
to obtain financing to complete the Proposed Transactions or to satisfy other
conditions to closing; (4) changes to the proposed structure of the Proposed
Transactions that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the
Proposed Transactions; (5) the ability to meet stock exchange listing standards
following the consummation of the Proposed Transactions; (6) the risk that the
Proposed Transactions disrupt current plans and operations of GLAAM as a result
of the announcement and consummation of the Proposed Transactions; (7) the
ability to recognize the anticipated benefits of the Proposed Transactions,
which may be affected by, among other things, competition, the ability of New
PubCo to grow and manage growth profitably, maintain key relationships and
retain its management and key employees; (8) costs related to the Proposed
Transactions; (9) changes in applicable laws or regulations; (10) the
possibility that GLAAM or New PubCo may be adversely affected by other economic,
business, and/or competitive factors; (11) GLAAM's estimates of expenses and
profitability; (12) the failure to realize anticipated pro forma results or
projections and underlying assumptions, including with respect to estimated
shareholder redemptions, 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 JGGC's final
prospectus related to its initial public offering dated
Nothing in this Current Report on Form 8-K 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 they are made. None of JGGC, GLAAM or New PubCo undertakes any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this Current Report on Form 8-K.
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No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction 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, or an exemption therefrom.
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Item 9.01. Financial Statements and Exhibits.
(a) Exhibits. Exhibit No. Exhibit 99.1* Press Release, datedMarch 2, 2023 . 99.2* Conference Call Script. 99.3* Management Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished but not filed.
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