JUGG Jaws Juggernaut Acquisition Corporation

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF JAWS JUGGERNAUT ACQUISITION CORPORATION

TO BE HELD ON          , 2023

To the Shareholders of JAWS Juggernaut Acquisition Corporation:

NOTICE IS HEREBY GIVEN that an annual general meeting of JAWS Juggernaut Acquisition Corporation, a Cayman Islands exempted company (“JAWS” or the “Company”), will be held on          , 2023, at           a.m., Eastern Time (the “Annual General Meeting”), at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Annual General Meeting”).

The Annual General Meeting will be conducted via live webcast, but the physical location of the Annual General Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Annual General Meeting in person, you must reserve your attendance at least two business days in advance of the Annual General Meeting by contacting JAWS’ Chief Executive Officer at 1601 Washington Avenue, Suite 800, Miami Beach, FL 33139 by                    a.m., Eastern Time, on          , 2023 (two business days prior to the initially scheduled meeting date). You will be able to attend the Annual General Meeting online, vote and submit your questions during the Annual General Meeting by visiting [●]          

You are cordially invited to attend the Annual General Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to extend the date (the “Termination Date”) by which JAWS has to consummate a business combination (the “Articles Extension”) from June 22, 2023 (the “Original Termination Date”) to June 22, 2024 (the “Articles Extension Date”) unless the closing of a business combination shall have occurred prior thereto or such earlier date as is determined by our board of directors (the “Board”) to be advisable and in the best interests of the Company (the “Extension Amendment Proposal”); (ii) a redemption limitation amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to remove the limitation that JAWS may not redeem Public Shares (as defined below) to the extent such redemption would result in JAWS having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow JAWS to redeem Public Shares (as defined below), irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal, the “Redemption Limitation Amendment Proposal”); (iii) a founder share amendment proposal to amend, by way of special resolution, the JAWS’ Memorandum and Articles of Association to provide for the right of a holder of JAWS’ Class B ordinary shares, par value $0.0001 (the “Founder Shares” or the “Class B Ordinary Shares”) to convert such Class B Ordinary Shares into JAWS’ Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”); (iv) an auditor ratification proposal to approve and ratify the appointment of WithumSmith+Brown, PC, as JAWS’ independent accountants for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”); (v) a director election proposal to re-appoint David E. Wise as a Class I director to serve until the third succeeding annual general meeting after his appointment or until his successor has been elected and qualified (“Director Election Proposal”); (vi) a trust amendment proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated June 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the Company’s initial public offering (“IPO”) if the Company has not completed its initial business combination, from June 22, 2023 to June 22, 2024 or such earlier date as is determined by our Board to be advisable and in the best interests of the Company (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”); and (vii) an adjournment proposal to adjourn, by way of an ordinary resolution, the Annual General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General Meeting, there are insufficient votes to approve the Articles Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal or the Trust Amendment Proposal, (ii) the holders of Public Shares have elected to redeem an amount of shares in connection with the Annual General Meeting such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”) or (iii) for any reason the Board considers necessary or desirable (the “Adjournment Proposal”), each as more fully described below in the accompanying proxy statement, which is dated , 2023, and is first being mailed to shareholders on or about that date.

The full text of the proposals to be voted upon at the Annual General Meeting is as follows:

“In the event that the Company does not consummate a Business Combination by 22 June 2024, (the “Termination Date”), or such earlier date as is determined by the board of Directors to be in the best interest of the Company, the Company shall (a) cease all operations except for the purpose of winding up; (b) 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 Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”

“that modify the substance or timing of the Company’s obligation to (i) provide for the redemption of the Public Shares in connection with a Business Combination; or (ii) to redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination within thirty-six months from of closing of the IPO; or”

“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares.

Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”

“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”

“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”

“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

“Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from time to time at the option of the holders thereof, or (b) in connection with the consummation of a Business Combination.”

“Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued or deemed issued, by the Company in excess of the amounts offered in the IPO and in connection with the consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business Combination at an adjusted ratio so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20 per cent of the sum of: (a) the total number of Class A Shares and Class B Shares issued and outstanding upon completion of the IPO, plus (b) the total number of Class A Shares issued or deemed issued or issuable upon conversion or exercise of any Equity-linked Securities or rights issued, or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or Equity-linked Securities exercisable for or convertible into Class A Shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its Affiliates or any Director or Officer upon conversion of working capital loans.”

“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:

“(i) Commence liquidation of the Trust Account only and promptly (x) after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, provided that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon June 22, 2024 or such earlier date as is determined by our Board to be in the best interests of the Company, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by June 22, 2024 or such earlier date as is determined by our Board to be in the best interests of the Company, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders”; and

Each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals (and the terms on which they are being proposed, including as to their conditionality) in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow JAWS additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Memorandum and Articles of Association provide that JAWS has until the Original Termination Date to complete its initial Business Combination. JAWS’ Board has determined that it is advisable and in the best interests of JAWS to seek an extension of the Termination Date and have JAWS’ shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, JAWS believes that JAWS will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, JAWS would be precluded from completing a Business Combination and would be forced to liquidate.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Memorandum and Articles of Association the Redemption Limitation in order to allow JAWS to redeem Public Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is advisable and in the best interests of JAWS and its shareholders for JAWS to be allowed to effect redemptions irrespective of the Redemption Limitation.

The purpose of the Director Election Proposal is to re-appoint David E. Wise as a Class I director to serve until the 2026 annual general meeting and until his successor is appointed and qualified.

The Founder Share Amendment Proposal will give the Company further flexibility to meet the Nasdaq continued listing requirements, which we believe will be useful in helping us complete a business combination. Upon conversion of the Founder Shares to Class A Ordinary Shares, such Class A Ordinary Shares converted from Founder Shares would have been entitled to receive funds from the trust account Trust Account through redemptions or otherwise, except that such have agreed not to be entitled to funds from the Trust Account pursuant to obligations set forth in the letter agreement.

After careful consideration of all relevant factors, the Board of JAWS has determined that each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Shares Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal and the Adjournment Proposal are advisable and in the best interests of JAWS and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Redemption Limitation Amendment Proposal, “FOR” the Redemption Limitation Amendment Proposal “FOR”, the Founder Share Amendment Proposal, “FOR the Auditor Ratification Proposal”, “FOR” the Director Election Proposal, “FOR” the Trust Amendment Proposal and “FOR” the Adjournment Proposal.

As contemplated by the Memorandum and Articles of Association, the holders of JAWS’ Class A ordinary shares, par value $0.0001 per share, issued as part of the units sold in JAWS’ IPO (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the IPO and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if either the Articles Extension or the Redemption Limitation Amendment is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to have their Public Shares redeemed in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension.

In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or Juggernaut Sponsor LLC (the “Sponsor”) may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees and (b) entering into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, or if the Trust Amendment Proposal is not approved, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if JAWS has not completed an initial Business Combination by the Termination Date.

On           , 2023, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $                    , based on the aggregate amount on deposit in the Trust Account of approximately $           as of          , 2023 (including interest not previously released to JAWS to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to JAWS to pay its taxes two business days prior to the initially scheduled date of the Annual General Meeting. The closing price of the Class A Ordinary Shares on Nasdaq on                    , 2023 was $                    . Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Annual General Meeting, exercising redemption rights would result in a public shareholder receiving approximately $                    [more/less] per share than if the shares were sold in the open market (based on the per share redemption price as of             , 2023). JAWS cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. JAWS believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if JAWS does not complete a Business Combination on or before the Termination Date.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension. The approval of the Extension Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our Board’s plan to extend the date by which we must consummate an initial business combination. Therefore, both amendments are cross conditional This means that if either the Extension Amendment Proposal or the Trust Amendment Proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. In addition, JAWS will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment is approved or (ii) if JAWS will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. JAWS cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the $         that was in the Trust Account as of         , 2023 (including interest not previously released to JAWS to pay its taxes).

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, and a Business Combination is not completed on or before the Termination Date, JAWS 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 Trust Account, including interest earned on the funds held in the Trust Account and not previously released to JAWS (less taxes payable and 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 JAWS’ remaining shareholders and the Board, liquidate and dissolve, subject in each case to JAWS’ obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to JAWS’ warrants, which will expire worthless in the event JAWS dissolves and liquidates the Trust Account.

In the event of a liquidation, the Sponsor, and certain of JAWS’ officers and directors (the “Initial Shareholders”) will not receive any monies held in the Trust Account as a result of the Sponsor’s ownership of 6,900,000 Class B Ordinary Shares which were issued to the Sponsor prior to the IPO, and 3,760,000 Private Placement Warrants. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

If the Company liquidates, the Sponsor, has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per share of Public Shares and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $[●]. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $[●], plus interest, due to unforeseen claims of creditors.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO JAWS’ TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE ANNUAL GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

With respect to the regulation of special purpose acquisition companies (“SPACs”) like JAWS, on March 30, 2022, the Securities and Exchange Commission (the “SEC”) issued proposed rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The proposal is consistent with less formal positions recently taken by the staff of the SEC. To mitigate the risk of being viewed as operating an unregistered investment company, JAWS currently intends, prior to the Annual General Meeting, to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of a Business Combination and liquidation of JAWS. Interest on such deposit account is currently approximately 2.5-3.0% per annum, but such deposit account carries a variable rate and JAWS cannot assure you that such rate will not decrease or increase significantly. See “Risk Factors — If we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. To mitigate the risk of that result, we intend to instruct, prior to the Annual General Meeting, Continental Stock Transfer & Trust Company to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following such change, we will likely receive minimal interest on the funds held in the Trust Account, which would reduce the dollar amount that our public shareholders would receive upon any redemption or our liquidation” in the accompanying proxy statement.

Subject to the foregoing, the approval of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting.

Approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the Ordinary Shares, voting as a single class.

Approval of each of the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Trust Amendment Proposal at the Annual General Meeting or if due to redemptions in connection with the Extension Amendment Proposal or the Redemption Limitation Proposal, JAWS would not adhere to the continued listing requirements of Nasdaq.

Record holders of Ordinary Shares at the close of business on May 19, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Annual General Meeting. On the Record Date, there were 27,600,000 issued and outstanding Class A Ordinary Shares and 6,900,000 issued and outstanding Class B Ordinary Shares. JAWS’ warrants do not have voting rights.

The Initial Shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Annual General Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, the Initial Shareholders hold 20.0% of the issued and outstanding Ordinary Shares and JAWS’ officers and directors have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, (i) approval of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal will require the affirmative vote of at least 16,100,000 Ordinary Shares held by public shareholders (or approximately 58.3% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Annual General Meeting and cast votes, and the affirmative vote of at least 766,667 Ordinary Shares held by public shareholders (or approximately 2.8% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Annual General Meeting and cast votes; (ii) approval of the Trust Amendment Proposal will require the affirmative vote of at least 15,525,000 Ordinary Shares held by public shareholders (or approximately 56.25% of the Class A Ordinary Shares); and (iii) approval of the Adjournment Proposal will require the affirmative vote of at least 10,350,001 Ordinary Shares held by public shareholders (or approximately 37.5% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Annual General Meeting and cast votes, and none of the Ordinary Shares held by public shareholders if only such shares as are required to establish a quorum are represented at the Annual General Meeting and cast votes.

The accompanying proxy statement contains important information about the Annual General Meeting, the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Annual General Meeting, JAWS urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated          , 2023, and is first being mailed to shareholders on or about that date.

JAWS jUGGERNAUT ACQUISTION CORPORATION
PROXY STATEMENT
FOR
ANNUAL GENERAL MEETING
TO BE HELD ON                    , 2023

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the annual general meeting of JAWS Juggernaut Acquisition Corporation, a Cayman Islands exempted company (“JAWS,” “we,” “us” or “our” or the “Company”), which will be held on          , 2023, at           a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Annual General Meeting”).

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Annual General Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of JAWS with respect to, among other things, JAWS’ capital resources and results of operations. Likewise, JAWS’ financial statements and all of JAWS’ statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect JAWS’ current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. JAWS does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect JAWS’ good faith beliefs, they are not guarantees of future performance. JAWS disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause JAWS’ future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section below entitled “Risk Factors” and in other reports JAWS has filed with the Securities and Exchange Commission (the “SEC”). You should not place undue reliance on any forward-looking statements, which are based only on information currently available to JAWS (or to third parties making the forward-looking statements).

RISK FACTORS

You should consider carefully all of the risks described in our (i) Initial Public Offering (“IPO”) prospectus filed with the SEC on June 21, 2021, (ii) Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 30, 2023 and (iii) other reports we file with the SEC, before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Articles Extension will enable us to complete a Business Combination.

Approving the Articles Extension (as defined below) involves a number of risks. Even if the Articles Extension is approved, JAWS can provide no assurances that a Business Combination will be consummated prior to the Articles Extension Date (as defined below) or the relevant Additional Articles Extension Date (as defined below), if applicable. Our ability to consummate any Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Articles Extension is approved, JAWS expects to seek shareholder approval of a Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Articles Extension and the Redemption Limitation Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a Business Combination. Even if the Articles Extension or a Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Articles Extension and the Redemption Limitation Amendment and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial Business Combination, including the SPAC Proposed Rules (as defined below) described below.

The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate JAWS at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Proposed Rules”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed Business Combination transactions; the potential liability of certain participants in proposed Business Combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (as amended, the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Proposed Rules have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Proposed Rules, or pursuant to the SEC’s views expressed in the SPAC Proposed Rules, may increase the costs and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate JAWS at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate JAWS.

As described further above, the SPAC Proposed Rules relate, among other matters, to the circumstances in which SPACs such as JAWS could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Proposed Rules would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Proposed Rules would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a Business Combination no later than 18 months after the effective date of its registration statement for its IPO. JAWS would then be required to complete its initial Business Combination no later than the 24 months anniversary of the closing of the Company’s IPO.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate JAWS. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we intend to, prior to the Annual General Meeting, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash items until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we would likely receive minimal interest on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of JAWS.

The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we intend to, prior to the Annual General Meeting, instruct Continental (as defined below), the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the trust account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or the liquidation of JAWS. Interest on such deposit account is currently approximately 2.5-3.0% per annum, but such deposit account carries a variable rate and JAWS cannot assure you that such rate will not decrease or increase significantly. Following such liquidation, we would likely receive minimal interest on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of JAWS.

In addition, even prior to the 24-month anniversary of the closing of the IPO, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary of the closing of the IPO, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate JAWS. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary of the closing of the IPO, and instead hold all funds in the Trust Account in as cash items which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of JAWS. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

The Sponsor, our directors and executive officers, and their respective affiliates, represent in the aggregate approximately 20% of our voting power, and they have indicated they intend to vote in favor of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Trust Amendment Proposal and the Founder Shares Amendment Proposal.

Juggernaut Sponsor LLC (the “Sponsor”) and all of our directors, executive officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Amendment Proposal. On the Record Date, the Sponsor and our directors and executive officers and their affiliates beneficially owned and were entitled to vote an aggregate of 6,900,000 Class B Ordinary Shares, representing approximately 20% of the voting power of the Company. The approval of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, and together with the Class A Ordinary Shares, (the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting. Approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the Ordinary Shares, voting as a single class. Approval of each of the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting.

In the event the Extension Amendment Proposal, Founder Share Amendment Proposal and Trust Amendment Proposals are approved and we amend our Memorandum and Articles of Association, Nasdaq may delist our securities from trading on its exchange following shareholder redemptions in connection with such amendment, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares” or “Public Stock”) and units are listed on Nasdaq. We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements for our Class A Ordinary Shares include, among other things, the requirement to maintain at least 300 public holders and at least 500,000 publicly held shares. Pursuant to the terms of the Memorandum and Articles of Association, in the event the Extension Amendment Proposal is approved and the Memorandum and Articles of Association is amended, public shareholders may elect to redeem their Public Share and, as a result, we may not be in compliance with Nasdaq’s continued listing requirements.

We expect that if our Class A Ordinary Shares fails to meet Nasdaq’s continued listing requirements, our units will also fail to meet Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our Class A Ordinary Shares or units will be able to meet any of Nasdaq’s continued listing requirements following any stockholder redemptions of our Public Stock in connection with the amendment of our Memorandum and Articles of Association pursuant to the Extension Amendment Proposal. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A Ordinary Shares and units qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Annual General Meeting (as defined below) and the proposals to be presented at the Annual General Meeting. The following questions and answers do not include all the information that is important to JAWS shareholders. Shareholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposals (and the terms on which they are being proposed, including as to their conditionality) to be presented at the Annual General Meeting and the voting procedures for the Annual General Meeting, which will be held on , 2023, at a.m., Eastern Time. The Annual General Meeting will be held at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/ .

JAWS is a blank check company incorporated as a Cayman Islands exempted company on December 16, 2020. JAWS was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

Following the closing of JAWS’ IPO offering on June 22, 2021, including the full exercise of the underwriters’ over-allotment option, an amount of $276,000,000 ($10.00 per unit offered in the IPO (the “Units”)) from the net proceeds of the sale of the Units in the IPO and the sale of private placement warrants (the “Private Placement Warrants”) to Juggernaut Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) was placed in a trust account established at the consummation of the IPO that holds the proceeds of the IPO (the “Trust Account”).

Like most blank check companies, JAWS’ amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) provide for the return of the IPO proceeds held in the Trust Account to the holders of Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” or the “Public Shares”) sold in the IPO if there is no qualifying business combination(s) consummated on or before June 22, 2023.

Without the Articles Extension (as defined below), JAWS believes that JAWS will not, despite its best efforts, be able to complete an initial business combination (a “Business Combination”) on or before June 22, 2023. The Board of JAWS believes that it is advisable and in the best interests of JAWS’s shareholders to continue JAWS’ existence until June 22, 2024 in order to allow JAWS additional time to complete a Business Combination and is therefore holding this Annual General Meeting.

Shareholders may attend the Annual General Meeting in person. However, we encourage you to attend the Annual General Meeting virtually. If you wish to attend the Annual General Meeting in person, you must reserve your attendance at least two business days in advance of the Annual General Meeting by contacting JAWS’ Chief Executive Officer at [●] by           a.m., Eastern Time, on                    , 2023 (two business days prior to the initially scheduled meeting date). You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/                   .

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Annual General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Annual General Meeting so that your shares will be voted if you are unable to attend the Annual General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on [●]           , 2023.

Voting in Person at the Meeting. If you attend the Annual General Meeting and plan to vote in person, you will be provided with a ballot at the Annual General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Annual General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Annual General Meeting and vote in person, you will need to bring to the Annual General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Annual General Meeting by visiting https://www.cstproxy.com/           and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

You can pre-register to attend the virtual Annual General Meeting starting [●]          , 2023 at           a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/           , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Annual General Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Annual General Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Annual General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to Internet, you can listen only to the meeting by dialing           (or           if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number          . Please note that you will not be able to vote or ask questions at the Annual General Meeting if you choose to participate telephonically.

For more information, please see “Proposal No. 1 – The Extension Amendment Proposal,” “Proposal No. 2 – The Redemption Limitation Amendment Proposal”, “Proposal No. 3 – The Founder Share Amendment Proposal,” “Proposal No. 4 – The Auditor Ratification Proposal,” “Proposal No. 5 – The Director Election Proposal,” “Proposal No. 6 – The Trust Amendment Proposal,” and “Proposal No. 7 – The Adjournment Proposal.”

After careful consideration, JAWS’ Board has unanimously determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal and the Adjournment Proposal are advisable and in the best interests of JAWS and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be advisable and in the best interests of JAWS and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No 1 – The Extension Amendment Proposal – Interests of the Sponsor and JAWS’ Directors and Officers,” Proposal No 2 – The Redemption Limitation Amendment Proposal – Interests of the Sponsor and JAWS’ Directors and Officers” and “Beneficial Ownership of Securities” for a further discussion of these considerations.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

If the Articles Extension is implemented and one or more JAWS shareholders elect to redeem their Public Shares pursuant to the Redemption, JAWS will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, including interest earned on the funds held in the Trust Account and not previously released to JAWS to pay its taxes, and retain the remainder of the funds in the Trust Account for JAWS’s use in connection with consummating a Business Combination, subject to the redemption rights of holders of Public Shares in connection with a Business Combination.

The Adjournment Proposal is conditional on JAWS not obtaining the necessary votes for approving the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Trust Amendment Proposal prior to the Annual General Meeting in order to seek additional time to obtain sufficient votes in support of the Articles Extension and the Redemption Limitation Amendment, the Founder Share Amendment Proposal, the Auditor Ratification Proposal and the Director Election Proposal or if due to redemptions in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, JAWS would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”). If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Trust Amendment Proposal are approved at the Annual General Meeting and following redemptions in connection with the Articles Extension and Redemption Limitation Amendment, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Trust Amendment Proposal, JAWS would adhere to the continued listing requirements of The Nasdaq Stock Market LLC, the Adjournment Proposal will not be presented.

Without the Articles Extension, JAWS believes that JAWS will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, JAWS would be forced to liquidate.

Approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the Ordinary Shares, voting as a single class.

Approval of each of the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting.

The Initial Shareholders are not entitled to redeem any Class B Ordinary Shares held by them in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Trust Amendment Proposal. On the Record Date, the Initial Shareholders beneficially owned and was entitled to vote 6,900,000 Class B Ordinary Shares, representing 20.0% of JAWS’ issued and outstanding Ordinary Shares.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete a Business Combination by June 22, 2023 (or up to June 22, 2024 if extended) because the transaction is still under review or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $           per Public Share, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

proposing the Redemption Limitation Amendment Proposal to delete the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption (including as a result of the Redemption Limitation Amendment Proposal) such that JAWS’s net tangible assets would be less than $5,000,001 following the redemptions, we would be unable to implement the Articles Extension.

Without the Articles Extension, the JAWS believes that it will not be able to complete a Business Combination on or before the Original Termination Date. If that were to occur, JAWS would be forced to redeem the Public Shares and dissolve and liquidate in accordance with the Memorandum and Articles of Association.

If you attend the Annual General Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal or the Adjournment Proposal (as the case may be) are approved.

However, if you fail to attend the Annual General Meeting in person or by proxy, or if you do attend the Annual General Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Annual General Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares will have no effect on the outcome of such votes.

If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Trust Amendment Proposal are approved and, following redemptions in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, JAWS adheres to the continued listing requirements of Nasdaq, the Adjournment Proposal will not be presented for a vote.

With regard to the SEC’s investment company proposals included in the SPAC Proposed Rules, while the funds in the Trust Account have, since JAWS’ IPO, been held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), JAWS currently intends, prior to the Annual General Meeting, to instruct Continental, the trustee managing the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of a Business Combination and liquidation of JAWS. Interest on such deposit account is currently approximately 2.5-3.0% per annum, but such deposit account carries a variable rate and JAWS cannot assure you that such rate will not decrease or increase significantly.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, and a Business Combination is not completed on or before the Termination Date, JAWS 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 Trust Account, including interest earned on the funds held in the Trust Account and not previously released to JAWS (less taxes payable and 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 JAWS’ remaining shareholders and the Board, liquidate and dissolve, subject in each case to JAWS’ obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to JAWS’ warrants, which will expire worthless in the event JAWS dissolves and liquidates the Trust Account.

Additionally, in the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into nonredemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, or the Trust Amendment Proposal is not approved then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if JAWS has not completed an initial Business Combination by the Termination Date.

The Initial Shareholders have waived their rights to participate in any liquidation distribution with respect to the 14,375,000 Class B Ordinary Shares held by them.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Articles Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of JAWS held by the Initial Shareholders. In addition, JAWS’ Memorandum and Articles of Association provide that JAWS cannot redeem or repurchase Public Shares to the extent such redemption would result in JAWS’ failure to have at least $5,000,001 of net tangible assets. As a result, JAWS will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) JAWS will have at least $5,000,001 of net tangible assets upon its implementation of the Articles Extension, after taking into account the Redemptions.

Shareholders who attend the Annual General Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Annual General Meeting. The presence, in person or by proxy or by duly authorized representative, at the Annual General Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Annual General Meeting shall constitute a quorum for the Annual General Meeting.

At the Annual General Meeting, only those votes which are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal or the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Annual General Meeting will have no effect on the outcome of such votes.

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Annual General Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are determined to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Annual General Meeting are “non-routine” matters and therefore, JAWS does not expect there to be any broker non-votes at the Annual General Meeting.

If you are a JAWS shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Annual General Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

Holders of Units must elect to separate the underlying Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Class A Ordinary Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

In connection with the approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, any holder of Class A Ordinary Shares will be entitled to request that their Class A Ordinary Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Annual General Meeting, including interest earned on the funds held in the Trust Account and not previously released to JAWS to pay its taxes, divided by the number of then-outstanding Class A Ordinary Shares. As of , 2023, the most recent practicable date prior to the date of this proxy statement, this would have amounted to approximately $ per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to public shareholders electing to redeem their Class A Ordinary Shares will be distributed promptly after the Annual General Meeting.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with the consent of the Board. If you tender or deliver your shares (and share certificates (if any) and other redemption forms) for redemption to the Transfer Agent and later decide prior to the Annual General Meeting not to elect redemption, you may request that JAWS instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with the consent of the Board. No request for redemption will be honored unless the holder’s shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on         , 2023 (two business days prior to the initially scheduled date of the Annual General Meeting).

If a holder of Class A Ordinary Shares properly makes a request for redemption and the Class A Ordinary Shares (and share certificates (if any) and other redemption forms) are tendered or delivered as described above, then, JAWS will redeem Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Annual General Meeting. If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold.

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: JUGG.info@investor.morrowsodali.com

You also may obtain additional information about JAWS from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to tender or deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on , 2023 (two business days prior to the initially scheduled date of the Annual General Meeting). If you have questions regarding the certification of your position tendering or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

ANNUAL GENERAL MEETING

This proxy statement is being provided to JAWS shareholders as part of a solicitation of proxies by the Board for use at the annual general meeting of JAWS Shareholders (“Annual General Meeting”) to be held on       , 2023, and at any adjournment thereof. This proxy statement contains important information regarding the Annual General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about [●], 2023, to all shareholders of record of JAWS as of May 19, 2023, the Record Date for the Annual General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Annual General Meeting.

Date, Time and Place of Annual General Meeting

The Annual General Meeting will be held on       , 2023 at       a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Shareholders may attend the Annual General Meeting in person. However, we encourage you to attend the Annual General Meeting virtually. If you wish to attend the Annual General Meeting in person, you must reserve your attendance at least two business days in advance of the Annual General Meeting by contacting JAWS’ Chief Executive Officer at [●] by       a.m., Eastern Time, on            , 2023 (two business days prior to the initially scheduled meeting date).

You can pre-register to attend the virtual Annual General Meeting starting [●]           , 2023 at           a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/               , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Annual General Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Annual Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Annual Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the Internet, you can listen only to the meeting by dialing         (or          if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number       . Please note that you will not be able to vote or ask questions at the Annual Meeting if you choose to participate telephonically.

The Proposals at the Annual General Meeting

At the Annual Meeting, JAWS shareholders will consider and vote on the following proposals:

Voting Power; Record Date

As a shareholder of JAWS, you have a right to vote on certain matters affecting JAWS. The proposals that will be presented at the Annual General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Annual General Meeting if you owned Ordinary Shares at the close of business on May 19, 2023, which is the Record Date for the Annual General Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 34,500,000 issued and outstanding Ordinary Shares, of which 27,600,000 Class A Ordinary Shares are held by JAWS public shareholders and 6,900,000 Class B Ordinary Shares are held by the Initial Shareholders.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” EACH OF THE PROPOSALS

Quorum

The presence (which would include presence at the virtual Annual General Meeting), in person or by proxy, of shareholders holding 33.3% of the Ordinary Shares at the Annual General Meeting constitutes a quorum at the Annual General Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The Initial Shareholders, who own 20.0% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Initial Shareholders, an additional 4,600,000 Ordinary Shares held by public shareholders would be required to be present at the Annual General Meeting to achieve a quorum.

Abstentions and Broker Non-Votes

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Annual General Meeting and therefore will have no effect on the approval of any of the proposals voted upon at the Annual General Meeting.

Under The Nasdaq Stock Market LLC rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders or has received instructions as to how to vote on some but not all of the “nonroutine” proposals, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.

We believe that all of the proposals to be voted on at the Annual General Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Annual General Meeting without your instruction.

Because all of the proposals to be voted on at the Annual General Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so JAWS does not expect there to be any broker non-votes at the Annual General Meeting.

Vote Required for Approval

The approval of each of the Extension Amendment Proposal, the Redemption Limitation Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting.

Approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the Ordinary Shares, voting as a single class.

Approval of the Auditor Ratification Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting.

The Initial Shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Annual General Meeting. As of the date of this proxy statement, the Initial Shareholders own 20.0% of the issued and outstanding Ordinary Shares.

The following table reflects the number of additional Public Shares required to approve each proposal:

Voting Your Shares

If you were a holder of record of Ordinary Shares as of the close of business on May 19, 2023, the Record Date for the Annual General Meeting, you may vote with respect to the proposals in person or virtually at the Annual General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your Ordinary Shares at the Annual General Meeting:

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Annual General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Annual General Meeting so that your shares will be voted if you are unable to attend the Annual General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on [●] , 2023.

Voting in Person at the Meeting. If you attend the Annual General Meeting and plan to vote in person, you will be provided with a ballot at the Annual General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Annual General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Annual General Meeting and vote in person, you will need to bring to the Annual General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Annual General Meeting by visiting https://www.cstproxy.com/          and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Annual General Meeting or at the Annual General Meeting by doing any one of the following:

No Additional Matters

The Annual General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Under the Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Annual General Meeting, no other matters may be considered at the Annual General Meeting if they are not included in this proxy statement, which serves as the notice of the Annual General Meeting.

Who Can Answer Your Questions about Voting

If you are a JAWS shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing JUGG.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the Memorandum and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. In connection with the approval of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal and the Trust Amendment Proposal and contingent on the availability of lawful funds, any shareholder holding Class A Ordinary Shares may demand that JAWS redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $         per share as of             , 2023, the most recent practicable date prior to the date of this proxy statement), calculated as of two business days prior to the Annual General Meeting. If a holder properly seeks redemption as described in this section, JAWS will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Annual General Meeting. However, JAWS will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) JAWS will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account Redemptions.

As a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●] , 2023 (two business days before the initially scheduled date of the Annual General Meeting) (the “Redemption Deadline”) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.

If you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or tendered/delivered electronically. Shares of JAWS that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, JAWS’ transfer agent, at least two business days prior to the initially scheduled date of the Annual General Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to Continental, JAWS’ transfer agent, prior to 5:00 p.m., Eastern Time, on [●]           , 2023 (two business days before the initially scheduled date of the Annual General Meeting).

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934 (the “Exchange Act”)), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the IPO, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The closing price of Class A Ordinary Shares on           , 2023, the most recent practicable date prior to the date of this proxy statement, was $      per share. The cash held in the Trust Account on such date was approximately $        (including interest not previously released to JAWS to pay its taxes) ($                 per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to JAWS to pay its taxes two business days prior to the initially scheduled date of the Annual General Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. JAWS cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering or delivering your shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to JAWS’ transfer agent two business days prior to the initially scheduled date of the Annual General Meeting.

For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights and Dissenters’ Rights

There are no appraisal rights available to JAWS’ shareholders in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal, the Auditor Ratification Proposal, the Director Election Proposal and the Trust Amendment Proposal. There are dissenters’ rights available to JAWS’ shareholders in connection with the Extension Amendment Proposal under Cayman Islands law. However, holders of Public Shares may elect to have their shares redeemed in connection with the adoption of the Extension Amendment and the Redemption Limitation Amendment Proposal, as described under “Redemption Rights” above.

Proxy Solicitation Costs

JAWS is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. JAWS has engaged Morrow Sodali to assist in the solicitation of proxies for the Annual General Meeting. JAWS and its directors, officers and employees may also solicit proxies in person. JAWS will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

JAWS will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. JAWS will pay Morrow Sodali a fee of $                , plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as JAWS’ proxy solicitor. JAWS will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to JAWS shareholders. Directors, officers and employees of JAWS who solicit proxies will not be paid any additional compensation for soliciting.

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