Current Report Filing (8-k)
2021年9月15日 - 5:16AM
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SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2021
JAWS
JUGGERNAUT ACQUISITION CORPORATION
(Exact name
of registrant as specified in its charter)
Cayman Islands
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001-40512
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98-1572844
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1601 Washington Avenue, Suite 800 Miami Beach, FL
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33139
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(Address of principal executive offices)
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(Zip Code)
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(305) 695-5500
Registrant’s telephone
number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant
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JUGGU
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The Nasdaq Stock Market LLC
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Class A ordinary shares
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JUGG
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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JUGGW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
September 14, 2021, the Board of Directors (the “Board”) of JAWS Juggernaut Acquisition Corporation (the “Company”)
fixed the size of the Board at five directors and appointed Cory Gardner to serve as a Class II director. The Board also appointed Mr.
Gardner to serve as a member of the Board’s Audit Committee and Compensation Committee. The Board has determined that Mr. Gardner
is an independent director under applicable Securities and Exchange Commission and Nasdaq Capital Market rules.
On
September 14, 2021, Mr. Gardner executed a joinder agreement pursuant to which he became party to the Letter Agreement, dated June 17,
2021 (the “Insider Letter”), among the Company, the Sponsor and each of the officers and directors of the Company. A copy
of the Insider Letter was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 23, 2021,
and is incorporated herein by reference.
Mr.
Gardner also entered into an indemnification agreement (the “Indemnification Agreement”), pursuant to which the Company
has agreed to indemnify him against certain claims that may arise in connection with his service as a director of the Company. The Indemnification
Agreement is substantially similar to the form filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, initially
filed with the SEC on February 12, 2021, as amended, which is incorporated herein by reference.
The
Company will reimburse Mr. Gardner for reasonable out-of-pocket expenses related to identifying, investigating and completing an initial
business combination.
Other than the foregoing, Mr. Gardner is not party
to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transaction
required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 14, 2021
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JAWS JUGGERNAUT ACQUISITION CORPORATION
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By:
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/s/ Wilcoln
Lee
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Name:
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Wilcoln Lee
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Title:
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Chief Investment Officer
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