Item 1.01. Entry into a Material Definitive Agreement

Business Combination Agreement

As previously disclosed, on March 2, 2023, Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (the "JGGC"), Phygital Immersive Limited, a Cayman Islands exempted company limited by shares ("New PubCo"), Jaguar Global Growth Korea Co., Ltd., a stock corporation ("chusik hoesa") organized under the laws of the Republic of Korea ("Exchange Sub"), and GLAAM Co., Ltd., a corporation ("chusik hoesa") organized under the laws of the Republic of Korea ("GLAAM"), entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the "Business Combination Agreement"), pursuant to which (i) JGGC shall be merged with and into New PubCo, with New PubCo surviving the merger (the "Merger"), (ii) immediately thereafter, New PubCo shall issue a number of ordinary shares, par value $0.0001 per share, of New PubCo (the "New PubCo Ordinary Shares"), equal to the Aggregate Share Swap Consideration (as defined in the Business Combination Agreement), consisting of the quotient of (1) (A) $183,600,000 plus (B) the aggregate amount of proceeds actually received pursuant to all Approved Company Financings (as defined in the Business Combination Agreement) as of immediately prior to the effective time of the Merger, divided by (2) the redemption price per ordinary share payable to JGGC shareholders that elect to redeem JGGC ordinary shares in connection with the Proposed Transactions (as defined below), to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a non-interest bearing note (in a form that is reasonably acceptable to the parties) to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of the Aggregate Share Swap Consideration so transferred, and (iii) all shareholders of GLAAM (the "GLAAM Shareholders") will transfer their respective common shares, par value KRW 500 per share, of GLAAM (the "GLAAM Common Shares"), to Exchange Sub in connection with the Share Swap (as defined in the Business Combination Agreement) (such transactions and those otherwise contemplated by the Business Combination Agreement, collectively, the "Proposed Transactions"). The parties to the Business Combination Agreement expect the Proposed Transactions to close in the third quarter of 2023.

GLAAM develops and manufactures G-Glass, an information technology enabled construction material and architectural display product. The LED-embedded architectural glass can transform buildings into large-scale media devices without compromising transparency, architectural durability or building aesthetics. With more than 460 installations globally and twenty-four (24) patents, GLAAM generated $21 million in revenue in 2022 and is expected to generate $51 million in revenue in 2023.

Consideration

In accordance with the terms and subject to the conditions of the Business Combination Agreement, by virtue of the Merger and without any action on the part of JGGC, GLAAM, New PubCo or any holder of ordinary shares of JGGC, (i) each JGGC ordinary share that is issued and outstanding immediately prior to the Merger will be converted into one validly issued, fully paid and non-assessable New PubCo Ordinary Share, (ii) all outstanding warrants to purchase ordinary shares of JGGC will be converted into warrants to purchase the same number of New PubCo Ordinary Shares and all rights with respect to JGGC ordinary shares under such JGGC warrants will be converted into rights with respect to the applicable New PubCo Ordinary Shares (the "Converted JGGC Warrants") and (iii) each SPAC Right (as defined in the Business Combination Agreement) that is issued and outstanding immediately prior to the Merger will be converted into the number of New PubCo Ordinary Shares that would have been received by the holder thereof if such SPAC Right had been converted upon the consummation of a business combination transaction into JGGC Class A ordinary shares and all SPAC Rights shall no longer be outstanding and shall automatically be canceled by virtue of the Merger and each former holder of SPAC Rights shall thereafter cease to have any rights with respect thereto, except the right to receive New PubCo Ordinary Shares.

At the Share Swap Effective Time (as defined in the Business Combination Agreement), by virtue of the Share Swap and without any action on the part of GLAAM or the GLAAM Shareholders, the right to each GLAAM Common Share held by the GLAAM Shareholders immediately prior to the Share Swap Effective Time shall be converted into and shall for all purposes represent only the right to receive a number of validly issued, fully paid and non-assessable New PubCo Ordinary Shares equal to the Company Exchange Ratio (as defined in the Business Combination Agreement).

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Prior to the Closing, the board of directors of GLAAM will adopt such resolutions and use its reasonable best efforts to take such other actions permitted under applicable law or the terms of each option to acquire GLAAM Common Shares (a "GLAAM Option") necessary to provide that, at the Share Swap Effective Time, such GLAAM Options be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such GLAAM Option, the number of New PubCo Ordinary Shares (rounded down to the nearest whole share), determined by multiplying the number of GLAAM Common Shares subject to such GLAAM Option as of immediately prior to the Share Swap Effective Time by the Company Exchange Ratio, at an exercise price per Company Common Share (rounded up to the nearest whole cent) equal to (x) the exercise price per GLAAM Common Share of such GLAAM Option divided by (y) the Company Exchange Ratio (a "Converted Stock Option") and New PubCo shall assume all obligations of GLAAM under the applicable equity incentive plan in respect of each outstanding Converted Stock Option and the agreements evidencing the grants thereof.

No fraction of a New PubCo Ordinary Share shall be issued by virtue of the Proposed Transactions and any fractional New PubCo Ordinary Share that would otherwise be issuable to any GLAAM Shareholder following such conversion shall be rounded up to a whole New PubCo Ordinary Share if the aggregate amount of fractional New PubCo Ordinary Shares such GLAAM Shareholder would otherwise be entitled to is equal to or exceeds 0.50 or rounded down to no New PubCo Ordinary Share if the aggregate amount of fractional New PubCo Ordinary Shares such GLAAM Shareholder would otherwise be entitled to is less than 0.50.

In addition, in the event that immediately following the Closing, the GLAAM Founder Closing Ownership Stake (as defined below) would not constitute at least 12.5% of the New PubCo Closing Fully Diluted Capital (as defined below), then prior to the Closing, New PubCo, JGGC and GLAAM shall enter into an agreement with the Houngki Kim and Ho Joon Lee (collectively, the "GLAAM Founders") on reasonable terms pursuant to which New PubCo will issue to the GLAAM Founders a number of warrants to purchase New PubCo Ordinary Shares (the "GLAAM Founder Warrants") such that following the issuance of such warrants to the GLAAM Founders, the GLAAM Founder Closing Ownership Stake shall constitute 12.5% of the New PubCo Closing Fully Diluted Capital. The GLAAM Founder Warrants will have the same exercise price and substantially the same term, exercisability, vesting schedule and other rights, obligations and conditions as the Converted JGGC Warrants. The term "GLAAM Founder Closing Ownership Stake" means, as of the time of determination, the total number of issued and outstanding New PubCo Ordinary Shares collectively owned beneficially or of record by the GLAAM Founders, calculated as of immediately following the Closing assuming (i) conversion of all issued and outstanding securities of New PubCo that are convertible into New PubCo Ordinary Shares (including all Converted Stock Options, Converted JGGC Warrants and GLAAM Founder Warrants) and (ii) settlement of all issued and outstanding restricted stock rights of New PubCo. The term "New PubCo Closing Fully Diluted Capital" means, as of the time of determination, the total number of issued and outstanding New PubCo Ordinary Shares, calculated as of immediately following the Closing assuming (i) conversion of all issued and outstanding securities of New PubCo that are convertible into New PubCo Ordinary Shares (including all Converted Stock Options, Converted JGGC Warrants and GLAAM Founder Warrants) and (ii) settlement of all issued and outstanding restricted stock rights of New PubCo.

GLAAM Founder Earnout

In connection with the execution of the Business Combination Agreement, the GLAAM Founders, New PubCo, Exchange Sub, JGGC and GLAAM entered into a Letter Agreement, dated as of March 2, 2023 (the "GLAAM Founder Earnout Letter"). Pursuant to the GLAAM Founder Earnout Letter, at the Closing, New PubCo shall issue or cause to be issued to the GLAAM Founders (in the aggregate), (i) 1,666,666.67 restricted stock rights of New PubCo (the "New PubCo Series I RSRs"), (ii) 1,666,666.67 restricted stock rights of New PubCo (the "New PubCo Series II RSRs"), and (iii) 1,666,666.67 restricted stock rights of New PubCo (the "New PubCo Series III RSRs," and together with the New PubCo Series I RSRs and the New PubCo Series II RSRs, the "New PubCo Earnout RSRs"), in each case upon the terms and subject to the conditions set forth in the GLAAM Founder Earnout Letter, and New PubCo shall reserve and allot a number of New PubCo Ordinary Shares for issuance upon settlement of such New PubCo Earnout RSRs (collectively, the "Earnout Shares") if the daily volume-weighted average price ("VWAP") of New PubCo Ordinary Shares is greater than or equal to (a) $12.00, (b) $14.00, or (c) $16.00, respectively (collectively, the "Triggering Events"), in each case, for twenty (20) days on which trading in New PubCo Ordinary Shares (each a "Trading Day") occurs on the Nasdaq Global Market ("Nasdaq") within any thirty (30) consecutive Trading Day period occurring during the period commencing at Closing and ending on the third anniversary of the Closing (the "Earnout Period").

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In the event that after the Closing and prior to the expiration of the Earnout Period, an Earnout Strategic Transaction (as defined in the GLAAM Founder Earnout Letter) is consummated and the per share value in such Earnout Strategic Transaction is greater than or equal to (a) $12.00, (b) $14.00, or (c) $16.00 per share, then any Earnout Shares not previously issued pursuant to the GLAAM Founder Earnout Letter will be issued or deemed to have been issued by New PubCo immediately prior to the consummation of such Earnout Strategic Transaction.

If New PubCo shall, at any time or from time to time, after the date of the GLAAM Founder Earnout Letter effect a share split, share subdivision, split-up, reverse share split, share consolidation, share subdivision, share dividend or distribution affecting the outstanding New PubCo Ordinary Shares, the number of Earnout Shares issuable pursuant to the vesting of the New PubCo Earnout RSRs set forth in the GLAAM Founder Earnout Letter and the stock price targets included in the definition of each Triggering Event and each Earnout Strategic Transaction Vesting Event, shall be equitably adjusted for such share split, share subdivision, split-up, reverse share split, share consolidation, share subdivision, share dividend or distribution.

Upon the expiration of the Earnout Period, if any Triggering Event or Earnout Strategic Transaction has not occurred, none of the related New PubCo Earnout RSRs shall vest, and all rights underlying any such New PubCo Earnout RSRs shall be forfeited and cancelled for no consideration.

The foregoing description of the GLAAM Founder Earnout Letter does not purport to be complete and is qualified in its entirety by the terms and conditions of the GLAAM Founder Earnout Letter filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Board Composition and Renaming of New PubCo

Pursuant and subject to the terms of the Business Combination Agreement, the board of directors of New PubCo as of immediately following the Closing will consist of seven (7) directors, five (5) of which have been mutually agreed by JGGC and GLAAM in writing, and the remaining two (2) independent directors shall be designated by GLAAM, subject to JGGC's reasonable consent in writing and, to the extent necessary, shall satisfy the Nasdaq (or such other public stock market or exchange in the United States as may be agreed by GLAAM and JGGC) diversity requirements.

Pursuant to the terms of the Business Combination Agreement, the parties to the Business Combination Agreement agree to take all actions necessary to ensure that the name of New PubCo immediately following the Closing is reasonably agreed to by JGGC and GLAAM.

Registration Statement; Proxy Statement/Prospectus

In connection with the Proposed Transactions, New PubCo intends to file the Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (the "SEC"), which will include a proxy statement of JGGC and a prospectus of New PubCo (the "Registration Statement").

Stock Exchange Listing

New PubCo, JGGC and GLAAM shall cooperate, and each shall use commercially reasonable efforts, to cause the New PubCo Ordinary Shares issued in connection with the Proposed Transactions to be approved for listing on Nasdaq at Closing (as defined below). Until the Closing, JGGC shall use its commercially reasonable efforts to ensure JGGC remains listed as a public company on, and keep JGGC Class A ordinary shares listed for trading on Nasdaq.

Closing

The Closing will occur at a time and date to be specified in writing by the parties which will be no later than two (2) business days following the satisfaction or waiver of all of the conditions set forth in Article VIII of the Business Combination Agreement ("Closing").

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Exclusivity

From the date of the Business Combination Agreement and ending on the earlier of (a) the Closing and/or (b) the termination of the Business Combination Agreement, JGGC and Exchange Sub shall not, and JGGC shall cause Jaguar Global Growth Corporation I (the "Sponsor") not to, and SPAC and Exchange Sub shall . . .

Item 9.01. Financial Statements and Exhibits.




(a)  Exhibits.

Exhibit
  No.                                       Exhibit

 2.1*          Business Combination Agreement, dated as of March 2, 2023, by and
             among JGGC, Merger Sub, New PubCo and GLAAM.

10.1           Shareholder Support Agreement, dated as of March 2, 2023, by and
             among the Shareholders party thereto, JGGC and GLAAM.

10.2           Sponsor Support Agreement, dated as of March 2, 2023, by and among
             New PubCo, JGGC, GLAAM and the Sponsor.

10.3           Letter Agreement, dated as of March 2, 2023, by and among JGGC,
             GLAAM, the GLAAM Founders, New PubCo and Exchange Sub.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished

to the SEC upon request.

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