Jaws Juggernaut Acquisition (JUGG)

Filed: 14 Sep 21, 4:15pm




Washington, D.C. 20549










Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 14, 2021




(Exact name of registrant as specified in its charter)




Cayman Islands 001-40512 98-1572844
(State or other jurisdiction of
incorporation or organization)
 (Commission File Number) (I.R.S. Employer
Identification No.)


1601 Washington Avenue, Suite 800 Miami Beach, FL 33139
(Address of principal executive offices) (Zip Code)


(305) 695-5500

Registrant’s telephone number, including area code


Not Applicable

(Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant JUGGU The Nasdaq Stock Market LLC
Class A ordinary shares JUGG The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 JUGGW The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On September 14, 2021, the Board of Directors (the “Board”) of JAWS Juggernaut Acquisition Corporation (the “Company”) fixed the size of the Board at five directors and appointed Cory Gardner to serve as a Class II director. The Board also appointed Mr. Gardner to serve as a member of the Board’s Audit Committee and Compensation Committee. The Board has determined that Mr. Gardner is an independent director under applicable Securities and Exchange Commission and Nasdaq Capital Market rules.


On September 14, 2021, Mr. Gardner executed a joinder agreement pursuant to which he became party to the Letter Agreement, dated June 17, 2021 (the “Insider Letter”), among the Company, the Sponsor and each of the officers and directors of the Company. A copy of the Insider Letter was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 23, 2021, and is incorporated herein by reference.


Mr. Gardner also entered into an indemnification agreement (the “Indemnification Agreement”), pursuant to which the Company has agreed to indemnify him against certain claims that may arise in connection with his service as a director of the Company. The Indemnification Agreement is substantially similar to the form filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, initially filed with the SEC on February 12, 2021, as amended, which is incorporated herein by reference.


The Company will reimburse Mr. Gardner for reasonable out-of-pocket expenses related to identifying, investigating and completing an initial business combination.


Other than the foregoing, Mr. Gardner is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 By:/s/ Wilcoln Lee
 Name: Wilcoln Lee
 Title:Chief Investment Officer