Item 8.01 Other Events
On
On
For additional information on the business combination, see the registration
statement filed by New PubCo on
Additional Information and Where to Find It
In connection with the proposed business combination, New PubCo has filed with
the
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.
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 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
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
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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) 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, New PubCo 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 New PubCo 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 New PubCo 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's final prospectus relating to its initial public offering
and in JGGC's and New PubCo's subsequent filings with the
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.
No Offer or Solicitation
This communication and or/other information 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. This communication and/or other information relates to a potential financing through a private placement of common stock of a newly formed holding company to be issued in connection with the business combination. This communication shall not constitute a "solicitation" as defined in Section 14 of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1* Press Release, datedMay 5, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished but not filed.
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