Exhibit 99.1
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet—QUICK EASY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail JAGUAR GLOBAL GROWTH CORPORATION I PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you Votes marked, submitted signed and electronically returned your over proxy the Internet card. must be received, by 2023 11:59 . p.m., Eastern Time, on . NTERNET I – Use www the .cstproxyvote Internet to vote .com your proxy. Have your above proxy website card . Follow available the when prompts you to access vote your the shares. Vote If you at plan the to Meeting attend the – virtual online extraordinary need your 12 general digit control meeting, number you to will vote electronically meeting. To attend at the the extraordinary extraordinary general general meeting, visit: https://www.cstproxy.com/ 2023 MAIL and return – Mark, it in sign the postage and date -paid your envelope proxy card provided. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ï³ Please mark PROXY your votes THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS. like this X 1. Proposal No. 1—The Business Combination Proposal: to FOR AGAINST ABSTAIN resolution, consider and the vote Business upon a Combination proposal to Agreement, approve, by dated ordinary as 2023 of March and 2, July 2023 18, 2023 as the and same may has be further been amended amended, as supplemented, of June 16, 2023, or otherwise July 7, transactions modified from contemplated time to time, thereby, the “Business collectively, Combination the “Business Agreement,” Combination”), and, the by (“New and PubCo”), among JGGC, Jaguar Captivision Global Growth Inc., a Korea Cayman Co .Islands , Ltd., a exempted stock corporation company owned (chusik direct hoesa) subsidiary organized of under JGGC the (“Exchange laws of the Sub”), Republic and of GLAAM Korea Co and ., Ltd wholly .., a corporation (“GLAAM”), (chusik a copy hoesa) of which organized is attached under to this the proxy laws of statement/prospectus the Republic of Korea as things, Annex A, (i) Annex JGGC A shall -1, Annex be merged A-2 and with Annex and A into -3, pursuant New PubCo, to which, with among New PubCo other shall surviving issue the a number merger of (the ordinary “Merger”), shares, (ii) par immediately value $0 .0001 thereafter, per share, New of PubCo New Consideration PubCo (the “New (as PubCo defined Ordinary below) to Shares”), Exchange equal Sub to the and, Aggregate in exchange Share therefor, Swap to Exchange which Exchange Sub shall Sub issue shall a non promise -interest to repay bearing to note New to PubCo New PubCo the value pursuant of the Aggregate of GLAAM Share (the “GLAAM Swap Consideration Shareholders”) so will transferred, transfer their and respective (iii) all shareholders common shares, to Exchange par value Sub in W connection 500 per share, with the of GLAAM exchange (the of “GLAAM GLAAM Common Common Shares Shares”), for (the New “Share PubCo Swap”), Ordinary which Shares includes pursuant the approval to the Business of the transactions Combination contemplated Agreement or by to the be Business entered Combination into by JGGC Agreement, in connection and with the the other Business agreements Combination entered (the into “Business Combination Proposal”); special resolutions, (a) JGGC be authorized to merge with and into New PubCo, so that JGGC be the merging company and all the undertaking, property, and liabilities of the merging company vest in the surviving company by virtue of the such merger pursuant to Part XVI of the Companies Act (As Revised); and (b) the plan of merger relating to the Merger, a copy of which is attached to this proxy statement/prospectus as Annex B, pursuant to which JGGC will merge with and into New PubCo, with New PubCo being the surviving entity (the “Merger Proposal”); 3. Proposal No. 3—The Governing Documents Proposals: to FOR AGAINST ABSTAIN consider and vote upon three separate proposals (collectively, the “Governing Documents Proposals”) to approve, on an advisory non-binding basis, by ordinary resolution, material differences between the amended and restated memorandum and articles of association of New PubCo to be in effect following the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex C (the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of JGGC (the “Existing Governing Documents”); 4. Proposal No. 4—The New PubCo Equity Plan Proposal: to FOR AGAINST ABSTAIN consider and vote upon, by ordinary resolution, a proposal to approve the New PubCo Equity Plan (the “New PubCo Equity Plan Proposal”); 5. Proposal No. 5—The Adjournment Proposal: to consider FOR AGAINST ABSTAIN and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates if necessary (i) to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to JGGC shareholders or (ii) to permit further solicitation of additional proxies from JGGC shareholders in favor of one or more of the proposals at the Extraordinary General Meeting (the “Adjournment Proposal”). CONTROL NUMBER Signature Signature, if held jointly Date 2023. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.
