Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 14 2022 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 11, 2022
JAWS JUGGERNAUT
ACQUISITION CORPORATION
(Exact name of registrant as specified
in its charter)
Cayman Islands
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001-40512
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98-1572844
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1601 Washington
Avenue, Suite 800
Miami
Beach, Florida
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33139
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(Address of principal executive offices)
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(Zip Code)
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(305) 695-5500
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☒
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-fourth of one redeemable warrant
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JUGGU
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The Nasdaq Stock Market LLC
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Class A ordinary shares
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JUGG
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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JUUGW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
This
Current Report on Form 8-K is filed by JAWS Juggernaut Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
in connection with the matters described herein.
Item 4.02
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Non-Reliance
on Previously Issued Financial Statement and Related Audit Report.
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In preparation of the unaudited
interim financial statements of JAWS Juggernaut Acquisition Corp., for the quarterly period ended September 30, 2021, the Company concluded
it should revise its previously filed financial statements to classify all Class A ordinary shares, par value $0.0001 per share (“Class A
ordinary shares”), subject to possible redemption in temporary equity and to revise its presentation of earnings per share. In accordance
with Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption
provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent
equity. Since the Company’s initial public offering (“IPO”), the Company classified a portion of the Class A ordinary
shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial
business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable
shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity
in net tangible assets. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption,
the Company concluded it should revise its earnings per share calculation to allocate income and losses shared pro rata between the two
classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class
method.
After further consideration of the impact of the errors that led
to the revised financial statements, on January 11, 2022, the Company’s management (the “Management”) and the
audit committee of the Company’s board of directors (the “Audit Committee”), concluded that the Company’s
previously issued (i) audited balance sheet as of June 22, 2021 (the "Post IPO Balance Sheet"), as initially reported in the
Company’s Current Report on Form 8-K filed with the SEC on June 28,
2021; and (ii) unaudited interim financial statements for the quarterly period ended June 30, 2021, initially reported in the
Company’s Form 10-Q filed with the SEC on August 16, 2021 and previously reported as revised in the Company’s Quarterly
Report on Form 10-Q for the period ended September 30, 2021 filed with the SEC on November 12, 2021 (the “Original Q3 Form
10-Q”); and (iii) footnote 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the
Company’s Original Q3 Form 10-Q (collectively, the “Affected Periods”) , should be restated to report
all public shares as temporary equity and to change the presentation of earnings per share and should no longer be relied upon
(periods in (ii) and (iii), the “Quarterly Affected Periods”). In addition, the audit report of WithumSmith+Brown, PC
(“Withum”), the Company’s independent registered public accounting firm, included in the Current Report on Form
8-K filed with the SEC on June 28, 2021 should no longer be relied upon.
The Company does not expect any of the above changes will have any
impact on its cash position and investments held in the trust account established in connection with the IPO. The
Company’s Management and the Audit Committee have discussed the matters disclosed in this Form 8-K with Withum.
Management
has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s
disclosure controls and procedures were not effective. As a result of that reassessment, we determined that our disclosure controls and
procedures for such periods were not effective with respect to our control around the interpretation and accounting for certain complex
features of the Class A ordinary shares issued by the Company.
As such, the Company will restate its unaudited interim financial statements
for the Affected Periods in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021.
Cautionary
Statements Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions
of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use
of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the Company’s cash position and investments held in its
trust account. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and
uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any
such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance
on forward-looking statements.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
January 14, 2022
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JAWS
JUGGERNAUT ACQUISITION CORPORATION
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By:
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/s/
Wilcoln Lee
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Name: Wilcoln
Lee
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Title:
Chief Investment Officer
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2
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