UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~January~~ 11June 17, 2022

JAWS ~~JUGGERNAUT~~ JUGGERNAUT ACQUISITION CORPORATION (Exact name of registrant as specified in its charter)

(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.)

Cayman Islands		001-40512		98-1572844
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
(Address, including zip code of executive offices)

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

(305) 695-5500
Registrant’s telephone number, including area code

Not Applicable (~~305)~~Former ~~695-5500~~name or former address, if changed since last report)

~~Registrant’s~~Check the ~~telephone~~appropriate ~~number,~~box ~~including~~below ~~area~~if ~~code~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

~~Not~~☐ ~~Applicable~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

(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 per share, and one-fourth of one redeemable warrant	JUGGU	The Nasdaq Stock Market LLC
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	~~JUUGW~~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 ~~(§230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§240~~.~~12b-2 of this chapter).~~

Emerging growth company ☒

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

~~This Current~~Item ~~Report~~5.02. onDeparture ~~Form~~of ~~8-K~~Directors isor ~~filed~~Certain byOfficers; ~~JAWS~~Election ~~Juggernaut~~of ~~Acquisition~~Directors; ~~Corporation,~~Appointment aof ~~Cayman~~Certain ~~Islands~~Officers; ~~exempted~~Compensatory ~~company~~Arrangements ~~(the~~of ~~“Company”), in~~Certain ~~connection with the matters described herein~~Officers.

~~Item~~On 4June 17, 2022, the Board of Directors (the “Board”) of JAWS Juggernaut Acquisition Corporation (the “Company”) appointed Naynika Chaubey to serve as a Class II director.02 ~~Non-Reliance~~The onBoard ~~Previously~~also ~~Issued~~appointed ~~Financial~~Ms. Chaubey ~~Statement~~to ~~and~~serve ~~Related~~as a member of the Board’s Audit ~~Report~~Committee and Compensation Committee. The Board has determined that Ms. Chaubey is an independent director under applicable Securities and Exchange Commission and Nasdaq Capital Market rules.

~~In preparation of the unaudited~~On ~~interim~~June ~~financial statements of JAWS Juggernaut Acquisition Corp.~~17, ~~for the quarterly period ended September 30~~2022, ~~2021,~~Ms. ~~the~~Chaubey ~~Company~~executed ~~concluded it~~a ~~should~~joinder ~~revise~~agreement ~~its~~pursuant ~~previously~~to ~~filed~~which ~~financial~~she ~~statements~~became party to ~~classify~~the ~~all~~Letter ~~Class A ordinary shares~~Agreement, ~~par~~dated ~~value~~June ~~$0.0001 per share (“Class A ordinary shares”)~~17, ~~subject to possible redemption in temporary equity and to revise its presentation of earnings per share. In accordance~~2021 ~~with Securities and Exchange Commission~~ (the “~~SEC~~Insider Letter”) ~~and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99~~, ~~redemption provisions~~ ~~not~~among ~~solely within~~ the ~~control of the~~ Company ~~require ordinary shares subject to redemption to be classified outside of permanent equity. Since the Company’s initial public offering (“IPO”)~~, the ~~Company~~Sponsor ~~classified~~and aeach ~~portion~~ of the ~~Class~~officers Aand ~~ordinary shares~~directors asof ~~permanent equity to maintain net tangible assets greater than $5,000,000 on~~ the ~~basis that the~~ Company. ~~will~~A ~~consummate~~copy ~~its initial business combination only if the Company has net tangible assets~~ of ~~at least $5,000,001. Previously,~~ the ~~Company did not consider redeemable~~ ~~shares~~Insider ~~classified~~Letter aswas ~~temporary~~filed ~~equity~~ as ~~part~~Exhibit ~~of net tangible assets~~10.4 ~~The Company revised this interpretation~~ to ~~include~~the ~~temporary~~Company’s ~~equity in~~Current ~~net~~Report ~~tangible~~on ~~assets.~~Form In8-K, ~~connection~~filed with the ~~change~~SEC inon ~~presentation~~June ~~for~~23, ~~the Class A ordinary shares subject to possible redemption~~2021, ~~the~~ ~~Company concluded it should revise its earnings per share calculation to allocate income~~ and ~~losses shared pro rata between the two~~ ~~classes~~is ofincorporated ~~shares.~~herein ~~This~~by ~~presentation differs from the previously presented method of earnings per share, which was similar to the two-class method~~reference.

~~After further consideration of the impact of the errors that led~~Ms. toChaubey ~~the~~also ~~revised~~entered ~~financial~~into ~~statements,~~an onindemnification ~~January~~agreement ~~11, 2022, the Company’s management~~ (the “~~Management~~Indemnification Agreement”), ~~and~~pursuant ~~the audit~~to ~~committee~~which of the Company’s ~~board~~has agreed ofto ~~directors~~indemnify ~~(the~~her ~~“Audit~~against ~~Committee”),~~certain ~~concluded~~claims that ~~the~~may ~~Company’s previously~~arise ~~issued~~in ~~(i)~~connection ~~audited~~with ~~balance~~her ~~sheet~~service as ofa ~~June~~director ~~22,~~of ~~2021 (~~the ~~"Post IPO Balance Sheet"), as initially reported in the~~ Company’s. ~~Current~~The ~~Report on Form 8-K filed with the SEC on June 28,~~Indemnification ~~2021;~~Agreement ~~and~~is ~~(ii)~~substantially ~~unaudited~~similar ~~interim~~to ~~financial statements for~~ the ~~quarterly~~form ~~period~~filed ~~ended~~as ~~June~~Exhibit ~~30, 2021, initially reported in the Company’s Form~~ 10-Q.4 ~~filed~~to ~~with~~ the ~~SEC on August 16, 2021 and previously reported as revised in the~~ Company’s ~~Quarterly Report~~Registration Statement on Form 10S-~~Q for the period ended September 30~~1, ~~2021~~ initially filed with the SEC on ~~November~~February 12, 2021 ~~(the “Original Q3 Form 10-Q”); and (iii) footnote 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Original Q3 Form 10-Q (collectively~~, ~~the “Affected Periods”) , should be restated to report all public shares~~ as ~~temporary equity and to change the presentation of earnings per share and should no longer be relied upon (periods in (ii) and (iii)~~amended, ~~the~~which ~~“Quarterly~~is ~~Affected~~incorporated ~~Periods”).~~herein Inby addition, the audit report of WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm, included in the Current Report on Form 8-K filed with the SEC on June 28, 2021 should no longer be relied uponreference.

The Company ~~does~~will ~~not~~reimburse ~~expect~~Ms. ~~any~~Chaubey offor ~~the~~reasonable ~~above~~out-of-pocket ~~changes~~expenses ~~will~~related ~~have~~to ~~any impact~~identifying, oninvestigating ~~its cash position~~ and ~~investments~~completing ~~held~~an ~~in the trust account established in connection with the IPO. The~~initial ~~Company’s~~business ~~Management and the Audit Committee have discussed the matters disclosed in this Form 8-K with Withum~~combination.

~~Management~~Other ~~has~~than ~~concluded~~the ~~that~~foregoing, aMs. ~~material~~Chaubey ~~weakness~~is ~~remains~~not inparty ~~the~~to ~~Company’s~~any ~~internal~~arrangement ~~control~~or ~~over~~understanding ~~financial~~with ~~reporting~~any ~~and~~person ~~that~~pursuant ~~the~~to ~~Company’s disclosure~~which ~~controls~~she ~~and~~was ~~procedures~~appointed as ~~were not effective. As~~ a ~~result of that reassessment~~director, wenor ~~determined~~is ~~that~~she ~~our~~party ~~disclosure~~to ~~controls~~any ~~and procedures~~transaction ~~for~~required ~~such periods were not effective with respect~~ to ~~our~~be ~~control~~disclosed ~~around~~under ~~the~~Item ~~interpretation~~404(a) ~~and accounting for certain complex features~~ of ~~the~~Regulation ~~Class~~S-K Ainvolving ~~ordinary shares issued by~~ the Company.

AsEffective ~~such,~~as ~~the~~of ~~Company~~June ~~will~~17, ~~restate~~2022, ~~its~~Derek ~~unaudited~~K. ~~interim~~Aberle ~~financial~~stepped ~~statements for~~down from the ~~Affected~~Board ~~Periods~~and inits ~~the~~committees ~~Company’s~~and ~~Quarterly~~Paul ~~Report~~E. onJacobs, ~~Form~~Ph.D. ~~10-Q~~stepped ~~for~~down from the ~~period~~Audit ~~ended~~Committee, ~~September~~but ~~30,~~will ~~2021~~remain a director.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s cash position and investments held in its trust account. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

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

Date: January 14, 2022	JAWS JUGGERNAUT ACQUISITION CORPORATION
	By:	/s/ Wilcoln Lee
		Name: Wilcoln Lee
		Title: Chief Investment Officer

Dated: June 21, 2022

	JAWS JUGGERNAUT ACQUISITION CORPORATION

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

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