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April 19, 2023
Orhan Ertughrul
Dr.
Phygital Immersive Ltd
298-42, Cheongbukjungang-ro
Pyungtaek-si, Gyeonggi-do
Republic of Korea
Re:Phygital Immersive Ltd
Confidential Draft Registration Statement on Form F-4
Submitted March 23, 2023
CIK No. 000196478
Dear Orhan Ertughrul:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS on Form F-4 filed 3/23/2023
How do the JGGC Public Warrants differ from the JGGC Private Placement Warrants..., page 30
1.Please revise to clarify that the sponsor holds all of the JGGC private placement warrants.
Further, please tell us how the statement that “New PubCo Private Warrants are not
subject to being called for redemption under certain redemption scenarios” is consistent
with your discussion of the two redemption scenarios of the New PubCo converted
warrants on pages 304 through 307.  This does not appear to discuss any exceptions with
respect to the New PubCo private warrants.  Please revise as appropriate.
Summary of the Proxy Statement/Prospectus

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Structure, page 37
2.Please revise GLAAM’s organizational charts here and on pages 154 and 155 to include
dotted lines for GLAAM’s associates, which are not subsidiaries.  Further, please revise
on page 250, the lead-in statement and the heading under Group Structure so that your
associates are designated as such, and not as subsidiaries.
GLAAM's government sector sales, which comprise a significant portion of its sales..., page 57
3.Please disclose in which country or countries GLAAM’s significant government sector
sales are made.
Risk Factors, page 63
4.Please add a risk factor relating to the risks from the forum provision mentioned on page
310.  Also ensure that exhibit is consistent with your disclosure in terms of the scope of
the forum provision.
The architectural media glass industry is a nascent industry..., page 63
5.Please tell us how this risk factor disclosure is consistent with your disclosure on page 247
that you consider GLAAM to be the first and only provider of fourth generation
architectural media glass and your disclosure of the architectural glass market.  It appears
that GLAAM is already in this this market and you have estimated the market.  Please
revise as appropriate.
We will incur increased costs and become subject to additional regulations..., page 70
6.Please revise here and throughout the filing to describe the material consequences to you
and your investors if you fail to submit the requisite business reports in South Korea and
each material permission or approval that are required in connection with a public offering
in South Korea.
Our joint distribution agreement with G-SMATT Global..., page 81
7.Please revise to elaborate whether G-SMATT Global’s bankruptcy proceedings have
materially impacted your business functions, financial condition and results of operations.
File the distribution agreement with it as an exhibit, as well as your other material
distribution agreements.  Identify the actions planned or taken, if any, to mitigate any
interruptions to distributing your products as a result.  Provide the status of G-SMATT
Global’s distribution right in China given that Brillshow is currently non-operational.
Revise your filing throughout as appropriate.
Actions taken by JGGC's initial shareholders and its officers and directors..., page 103
8.We note that JGGC’s initial shareholders and affiliates “may” enter into agreements to
purchase JGGC Class A ordinary shares from institutional investors and others who vote,

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or indicate an intention to vote, against the business combination or to provide them with
incentives to acquire such shares to reduce the redemption rate.  Please provide your
analysis on how such purchases comply with Rule 14e-5.
Business Combination Proposal
Background of the merger, page 129
9.JGGC’s charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
10.Please refer to paragraph four on page 132. In light of your disclosures on page 75 and
elsewhere, please tell us whether there were any discussions with GLAAM about the
potential loss of clients in the near future or other events that may materially affect
GLAAM’s targets or its financial projections for future performance of the business.
11.Please refer to the paragraph seven on page 134. Please tell us whether the January 25,
2023 projections provided to JGGC’s board are materially the same as the projections
included in the registration statement. If the projections are materially different, please
explain these differences, what changes were made and why.
The JGGC's Board of Directors' Reasons for Approval..., page 138
12.Please refer to the graph.  Please tell us how GLAAM’s 9.1x in the 2024E line
demonstrates that the combined company is expected to trade in line or to a premium to
the median of the comparable companies.
Certain Unaudited Projected Financial Information, page 142
13.Please revise to clarify on pages 142 and 144 whether the projections were prepared on
January 12, 2022 or 2023. If the projections were prepared on January 12, 2022, please
confirm whether or not the projections still reflect management’s views on GLAAM’s
future performance and/or describe what consideration the JGGC board gave to obtaining
updated projections or a lack of reliance upon the projections.
Gross Profit Projections, page 146
14.We note your disclosure on page 146 that you expect average production cost per square
foot to decrease for the period 2022 through 2024.  Please tell us if these projections took
into account GLAAM’s expectations to significantly increase spending, including plans to
expand globally and offer Glass as a Service, and COVID-19 impacts on GLAAM as
discussed throughout the filing.
Financial Projections, total revenue, page 148
15.Please tell us how you calculated $104.8 million for your 2025 estimated total revenue.
 Further, we note your disclosure that the G-Glass’ Excellent Quality Product designation
will expire on March 31, 2025, after which GLAAM will lose the exemption from the

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public tender requirement.  Given your disclosures that your government sector sales
compose a significant portion of your sales, please tell us if this was included in your
assumptions for your 2025 estimated total revenue projections.
Non-Financial Projections, page 148
16.We note the disclosure that your Chinese manufacturing facility was included in the
projected amount of G-Glass to be produced in 2023, 2024 and 2025.  Please tell us how
both financial and non-financial projections took into account this facility’s closure since
2021, including any material costs related to re-opening the facility and any required
regulatory approvals as well as your plans to re-open the facility.
Fairness Opinion of Houlihan Capital, page 149
17.Please tell us how your disclosure complies with Item 4(b) of Form F-4.  Further, please
revise to clarify whether the projections provided to Houlihan are materially the same as
the projections included in the registration statement.  If different sets of projections were
prepared for Houlihan and for JGGC’s board, please explain why and provide the
projections that Houlihan relied on in analyzing the transaction.  Finally, we note that
Houlihan’s opinion states that it has not assumed responsibility for any independent
verification of the information provided to it nor has it assumed any obligation to verify
this information.  While it is acceptable for a financial advisor to include language that
qualifies the estimates or analyses or describes the uncertainties, it cannot disclaim
responsibility for them.  Please revise to remove such disclaimer.
Interests of JGGCs Directors and Executive Officers and the Sponsor in the Business
Combination, page 150
18.Please quantify the value of the securities mentioned in the first bullet.
U.S. Federal Income Tax Considerations, page 199
19.We note your disclosure that Paul Hastings will deliver an opinion that the merger
“should” qualify as an F Reorganization. Please provide risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax treatment to investors.  Refer
to Sections III.C.4 of Staff Legal Bulletin 19.  Also ensure that the opinion covers the tax
consequences of exercising the right of redemption.
Business of GLAAM, page 236
20.Please revise to elaborate on your G-Store product and media and content services,
discussed on pages 67 and 148, respectively.
Barriers to Entry, page 239
21.Please refer to paragraphs two and seven on page 239 and paragraph five on page 240.
Please revise to clearly differentiate these current and future projects and whether they are

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in stages of discussions, negotiations or contracts.
Materials and Suppliers, page 246
22.We note your disclosure that you are in set contracts with your suppliers for terms of five
to ten years.  Please revise to disclose the material terms of these contracts as well as the
material terms of your distribution agreements, including the term and termination
provisions.  Further, we note your disclosure that supply chain disruptions and the Russia-
Ukraine war has increased your raw material prices significantly, but this has “not made
much of an impact” on your margin structure.  Please revise to clarify whether these
inflationary pressures have materially impacted your financial condition and results of
operations.  Identify the actions planned or taken, if any, to mitigate further or continued
inflationary pressures.
Competitors, page 247
23.Please revise to elaborate if your discussion of competition and high barriers to entry
applies to both the architectural glass and DOOH markets, as addressed in “Market Size,
Marketing and Sales.” Please revise to clarify how your disclosure that GLAAM is the
only provider of fourth generation architectural media glass is consistent with the
disclosure on page 140 that GLAAM competes against a variety of companies.
Market size and market strategy, page 248
24.For the total addressable market of architectural glass and of DOOH, please revise to
disclose:
•the source for each total addressable market; and
•whether there is any overlap between the two total addressable markets so that the
totals are not aggregated.

For the architectural glass market, please revise to elaborate on whether this is the first,
second, third and fourth generation products discussed on page 247.

For the DOOH market, please revise to disclose:
•if the DOOH content delivery market, DOOH media market and DOOH advertising
and display glass industries, discussed throughout the prospectus, are the same;
•how this market disclosure is consistent with your disclosure on page 52 that global
DOOH market reached an approximate value of $14.1 billion in 2020, and is
expected to grow to $25.0 billion by 2025; and
•if the 12 percent annual growth rate is expected to have an end date.
Compensation , page 251
25.Please update your disclosure to be as of December 31, 2022.
GLAAM's Management's Discussion and Analysis of Financial Condition and Results of
Operation, page 253

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26.We note that GLAAM has experienced supply chain disruptions. Specify whether these
challenges have materially impacted GLAAM’s results of operations or capital resources
and quantify, to the extent possible, how GLAAM’s sales, profits, and/or liquidity have
been impacted. Revise to discuss known trends or uncertainties resulting from mitigation
efforts undertaken, if any. Explain whether any mitigation efforts introduce new material
risks, including those related to product quality, reliability or regulatory approval of
products.
COVID-19 impacts, page 256
27.Please revise to discuss all material adverse COVID-19 impacts in your disclosure here.
We note, for example, the disclosures on page 75 regarding decreased demand for your G-
Glass, decreased prices and the revenue impact.
Finance costs, page 258
28.We note your disclosure in your March 2023 investor presentation that $14 million debt is
expected to be paid down from the business combination.  To the extent there are known
uses of cash related to the business combination, such as this, please revise to discuss
those uses and how it impacts the capital that will be available after the transaction.
Non-IFRS Measures
Adjusted EBITDA, page 266
29.In your reconciliation of Adjusted EBITDA to Net Loss, we note a number of adjustments
which appear to be inappropriate including:  Bad debt expenses, product warranty expense
and allowance for inventory.   In addition, it is unclear why you believe Development cost
aside, Inventory disposal, Support of football team, Net non-operating loss and litigation
costs are appropriate adjustments, as they may be normal, recurring, cash operating
expenses necessary to operate your business.    Please modify your measure to remove
inappropriate adjustments and provide us with more information to evaluate the nature of
the aforementioned questionable adjustments.  Refer to Question 100.01 of the
SEC's Compliance and Disclosure Interpretations for Non-GAAP measures.
Key Performance Indicators, page 267
30.Please cross-reference the specific risk factor in this section.
Certain GLAAM and New PubCo Relationships and Related Party Transactions, page 283
31.Please revise to include descriptions of the GLAAM Founder Earnout Letter and the
GLAAM Support Agreement. Further, we note your disclosures that certain amounts were
outstanding under your various related party financings and transaction as of December
31, 2022. Please revise to include the amounts outstanding as of the latest practicable date.
Refer to Item 18(a)(7)(iii) of Form F-4 and Item 7.B of Form 20-F.

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New Pubco Management Following the Business Combination, page 285
32.Please provide the disclosure required in Item 18(a)(7)(ii) of Form F-4 which requires
disclosure of the information required by Item 6.B of Form 20-F.
33.Please tell us how your disclosure that Dr. Ho Joon Lee co-founded GLAAM in 2011 is
consistent with the History chart on page 236 that GLAAM was founded in 2005.
34.Please describe the extent and na