GLAAM Co., Ltd. (“GLAAM” or the “Company”), a leading designer and
developer of architectural display glass, announced on July 21,
2023 that it held an extraordinary general meeting of shareholders
and approved the previously announced business combination (the
“business combination”) with Jaguar Global Growth I (Nasdaq: JGGC,
JGGCR and JGGCW) (“JGGC”). Through JGGC’s specialization in
overseas real estate development, the Company plans to actively
target the North American super large architectural media (“SLAM”)
market.
GLAAM is expected to become a US publicly traded
company in the third quarter of 2023. The Company is anticipated to
be one of the first Korean-based media display companies listed on
Nasdaq.
GLAAM completed the submission of Korean
securities reports and obtained the approval of its board of
directors within five months of signing the business combination
agreement, dated as of March 2, 2023 (the “Business Combination
Agreement”) with JGGC. The Company submitted a securities
registration statement for the approval of a domestic merger in
South Korea to the Financial Supervisory Service, which became
effective on July 21, 2023.
As a result of the business combination, GLAAM
and JGGC shareholders will exchange their shares for shares in a
new combined company (“NewCo”). Upon closing of the transaction,
NewCo is expected to be renamed “Captivision Inc.” and its ordinary
shares and warrants are expected to be listed on Nasdaq under the
proposed ticker symbols “CAPT” and “CAPTW”.
GLAAM’s founder, Dr. Ho Joon Lee, indicated,
“67% of all GLAAM shareholders and 100% of all GLAAM shareholders
present at the shareholder meeting (including those who issued a
proxy) voted in favor of the business combination. With our
shareholders’ full support, we have built a stepping stone towards
GLAAM’s entry into the global marketplace. We intend to solidify
our position as a global leader in the architectural display glass
space, and the proposed Nasdaq listing is expected to improve brand
awareness."
About Jaguar Global Growth Corporation
I
JGGC 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 press release 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, JGGC’s,
GLAAM’s and NewCo’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 JGGC
and its management, NewCo 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 JGGC, GLAAM, NewCo or others; (3) the inability
to complete the business combination due to the failure to obtain
approval of the shareholders of JGGC 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 JGGC 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 NewCo 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 JGGC, GLAAM or NewCo 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 JGGC
final prospectus relating to its initial public offering and in
JGGC’s and NewCo’s subsequent filings with the SEC, including the
registration statement on Form F-4 described below, which
includes the preliminary proxy statement/prospectus, relating to
the business combination.
Nothing in this press release 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 JGGC,
GLAAM or NewCo undertake any duty to update these forward-looking
statements.
Additional Information and Where to Find It
In connection with the proposed business
combination, NewCo has filed with the SEC a registration statement
on Form F-4 (the “Registration Statement”) that includes
a preliminary prospectus with respect to NewCo 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 Securities and Exchange
Commission has not yet become effective. The securities that
are the subject of the Registration Statement may not be sold nor
may offers to buy such securities be accepted prior to the time the
Registration Statement becomes effective. JGGC’s
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 with the SEC in connection with the proposed business
combination, as these materials will contain important information
about GLAAM, JGGC and the proposed business
combination. This press release 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 SEC’s web site
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.
Participants in 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 business
combination. A list of the names of JGGC’s 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 SEC’s website at www.sec.gov. To
the extent such holdings of JGGC’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.
NewCo, 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 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 press release 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 press release 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
+1 212.704.7385
jaguar@dlpr.com
Jaguar Global Growth Corporation I Investor Relations
Contact
Cody Slach and Jackie Keshner
Gateway Group, Inc.
+1 949.574.3860
JGGC@gateway-grp.com
GLAAM Investor Relations Contact
Nakyung Kim
THE IR
+82.2.785.1109
snk@irup.co.kr
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