Current Report Filing (8-k)
June 21 2022 - 4:31PM
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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): June 17, 2022
JAWS
JUGGERNAUT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-40512 |
|
98-1572844 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1601
Washington Avenue, Suite 800
Miami Beach, FL 33139
(Address, including zip code of executive offices)
(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:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant |
|
JUGGU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares |
|
JUGG |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
JUGGW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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.
| Item 5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On June 17, 2022, the Board
of Directors (the “Board”) of JAWS Juggernaut Acquisition Corporation (the “Company”) appointed Naynika
Chaubey to serve as a Class II director. The Board also appointed Ms.
Chaubey to serve as a member of the Board’s Audit Committee and Compensation Committee. The Board has determined that Ms.
Chaubey is an independent director under applicable Securities and Exchange Commission and Nasdaq Capital Market rules.
On
June 17, 2022, Ms. Chaubey executed a joinder agreement pursuant to which she became party to the Letter Agreement, dated June 17, 2021
(the “Insider Letter”), among the Company, the Sponsor and each of the officers and directors of the Company. A copy of the
Insider Letter was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 23, 2021, and
is incorporated herein by reference.
Ms.
Chaubey also entered into an indemnification agreement (the “Indemnification Agreement”), pursuant to which the Company has
agreed to indemnify her against certain claims that may arise in connection with her service as a director of the Company. The Indemnification
Agreement is substantially similar to the form filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, initially
filed with the SEC on February 12, 2021, as amended, which is incorporated herein by reference.
The
Company will reimburse Ms. Chaubey for reasonable out-of-pocket expenses related to identifying, investigating and completing an initial
business combination.
Other
than the foregoing, Ms. Chaubey is not party to any arrangement or understanding with any person pursuant to which she was appointed
as a director, nor is she party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Effective as of June 17, 2022, Derek K. Aberle stepped down from the Board and its committees and Paul E. Jacobs, Ph.D. stepped down from
the Audit Committee, but will remain a director.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 21, 2022
| |
JAWS JUGGERNAUT ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/ Wilcoln Lee |
| |
Name: |
Wilcoln Lee |
| |
Title: |
Chief Investment Officer |
| |
|
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