MIAMI
BEACH, Fla., June 8, 2023
/PRNewswire/ -- JAWS Juggernaut Acquisition Corporation (the
"Company") (Nasdaq: JUGG), a special purpose acquisition company,
today announced that its board of directors (the "Board") has
determined not to proceed with a proposal to extend its corporate
existence, as set forth in the Company's preliminary proxy
statement, filed with the U.S. Securities and Exchange Commission
(the "Commission") on May 17, 2023.
As such, the Board has determined to cancel the annual general
meeting of shareholders, and to redeem all of its outstanding Class
A ordinary shares, par value $0.0001
per share, previously issued to the public (the "Public Shares"),
with such redemption anticipated to be effective on or about
June 23, 2023, because the Company
will not consummate an initial business combination within the time
period required by its Amended and Restated Memorandum and Articles
of Association (the "Articles").
As stated in the Company's Articles and in the Company's
registration statement on Form S-1 (Registration No. 333-253076),
initially filed with the Commission on February 12, 2021, relating to the Company's
initial public offering (the "Form S-1"), if the Company does not
consummate an initial business combination within 24 months of the
initial public offering, the Company will: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as
reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Company's
trust account (the "Trust Account"), including interest earned on
the funds held in the Trust Account and not previously released to
the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding Public
Shares, which redemption will completely extinguish public
shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject
to the approval of the Company's remaining shareholders and the
Board, liquidate and dissolve, subject in the case of clauses (ii)
and (iii), to the Company's obligations under Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law.
The per-share redemption price for the Public Shares will be
approximately $10.33 (the "Redemption
Amount"), based on the amount in the Trust Account as of
June 7, 2023. In accordance with the
terms of the related trust agreement, the Company expects to retain
$100,000 of the interest from the
Trust Account to pay dissolution expenses.
The Company anticipates that the last day of trading in the
Public Shares will be June 22, 2023.
On or about June 23, 2023, the Public
Shares will be suspended from trading, will be deemed cancelled and
will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the
Public Shares upon presentation of their respective share or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, Continental Stock Transfer &
Trust Company. Beneficial owners of Public Shares held in "street
name," however, will not need to take any action in order to
receive the Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants. The Company's initial
shareholder has waived its redemption rights with respect to the
outstanding Class B ordinary shares par value $0.0001 per share, issued prior to the Company's
initial public offering. After June 23,
2023, the Company shall cease all operations except for
those required to wind up the Company's business.
The Company expects that The Nasdaq Stock Market LLC will file a
Form 25 with the Commission to delist its securities. The Company
thereafter expects to file a Form 15 with the Commission to
terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended.
About JAWS Juggernaut Acquisition Corporation
JAWS Juggernaut Acquisition Corporation is a blank check company
incorporated as a Cayman Islands
exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or
entities.
Forward-Looking Statements
This press release may include "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact
included in this press release are forward-looking statements,
including, without limitation, the redemption of the Company's
Public Shares. When used in this press release, words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar
expressions, as they relate to us or our management team, identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by,
and information currently available to, the Company's management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company's filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by
this paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the
Company's latest Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q filed with the SEC. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
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SOURCE JAWS Juggernaut Acquisition Corporation