BUSINESS OF JGGC AND CERTAIN INFORMATION ABOUT JGGC
Unless the context otherwise requires, all references in this subsection to the Company, JGGC, we,
us or our refer to the business of Jaguar Global Growth Corporation I prior to the consummation of the Business Combination.
JGGC is a blank check exempted company incorporated in the Cayman Islands on March 31, 2021 formed for the purpose of effecting a merger,
capital stock or share exchange, asset acquisition, stock or share purchase, reorganization or similar business combination with one or more businesses, which we refer to as JGGCs initial business combination.
JGGC was formed as a partnership between Gary R. Garrabrant and Thomas J. McDonald, who are experienced executives with extensive deal-making
and investment management experience, and Hennessy Capital Group, a leading independent SPAC sponsor.
General
On April 21, 2021, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration
for an aggregate of 5,750,000 Founder Shares. In July 2021, our Sponsor transferred an aggregate of 125,000 Founder Shares to five of our directors and an aggregate of 75,000 Founder to one or more advisors. On January 27, 2022, we effected a
share capitalization with respect to our Founder Shares of 1,916,667 shares thereof, resulting in our initial shareholders holding an aggregate of 7,666,667 Founder Shares. All Founder Shares will automatically convert into Class A Ordinary
Shares upon completion of our initial business combination.
On February 15, 2022, we consummated the IPO of 23,000,000 JGGC Units,
at $10.00 per JGGC Unit, which included the exercise in full of the underwriters option to purchase an additional 3,000,000 JGGC Units at the IPO price to cover over-allotments, generating gross proceeds of $230,000,000. Each Unit consists of
one Class A Ordinary Share, one JGGC Right and one-half of one JGGC Public Warrant. Each holder of a JGGC Right will be entitled to receive one-twelfth (1/12) of a
Class A Ordinary Share upon consummation of the initial business combination. No fractional shares will be issued upon conversion of JGGC Rights, so holders must hold rights in denominations of 12 in order to receive a Class A Ordinary
Share. Each whole JGGC Public Warrant entitles the holder thereof to purchase one whole Class A Ordinary Share for $11.50 per share.
Simultaneously with the consummation of the IPO, we completed the private placement of 12,450,000 JGGC Private Placement Warrants at a
purchase price of $1.00 per JGGC Private Placement Warrant, to our Sponsor, generating gross proceeds to us of $12,450,000. A total of $234,600,000, comprised of $230,000,000 of the proceeds from the IPO (which includes $8,050,000 of the
underwriters deferred fees) and $12,450,000 of the proceeds of the sale of JGGC Private Placement Warrants, was first placed in a U.S.-based trust account at J.P. Morgan Chase Bank N.A., then was subsequently transferred to Morgan Stanley, all
while continuing to be maintained by Continental Stock Transfer & Trust Company, acting as trustee. As described below, each of the underwriters in our IPO waived its deferred underwriting discount in the aggregate amount of $8,050,000,
such that we now do not expect to pay any deferred underwriting fees in connection with closing of our initial business combination.
On
April 4, 2022, the Class A Ordinary Shares, JGGC Rights and JGGC Public Warrants comprising the JGGC Units sold in the IPO surpassed the 52-day threshold waiting period to be publicly traded. Those
JGGC Units not separated continue to trade on Nasdaq under the symbol JGGCU and the Class A Ordinary Shares, rights and JGGC Public Warrants that were separated trade under the symbols JGGC, JGGCR, and
JGGCW, respectively.
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