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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
April 12, 2023
Jupiter Acquisition Corporation
(Exact name
of registrant as specified in its charter)
| Delaware |
|
001-39505 |
|
85-1508739 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
11450 SE Dixie Hwy, Suite 105
Hobe Sound, FL |
|
33455 |
| (Address of principal executive offices) |
|
(Zip Code) |
(212) 207-8884
(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 share of Class A Common Stock and one-half of one Warrant |
|
JAQCU |
|
The Nasdaq Stock Market LLC |
| Class A Common Stock, par value $0.0001 per share |
|
JAQC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
JAQCW |
|
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.
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, Nomura
Securities International, Inc. (“Nomura”) notified Jupiter Acquisition Corporation (the “Company”), pursuant to
a letter dated March 31, 2023, among other matters, that Nomura waived its entitlement to payment of the deferred fee payable to Nomura
pursuant to the Underwriting Agreement, dated as of August 12, 2021, between the Company and Nomura, as representative of the several
underwriters named therein, included as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 18, 2021 (the “Underwriting Agreement”).
On April 12, 2023, Brookline
Capital Markets, a division of Arcadia Securities, LLC (“Brookline”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”
and, together with Brookline, the “Underwriters”), constituting all of the underwriters named in the Underwriting Agreement
(other than Nomura), notified the Company pursuant to a letter dated as of April 6, 2023 (the “Letter Agreement”), that each
of the Underwriters will accept 150,000 common shares of the surviving company of the Company’s initial business combination in
full satisfaction of the aggregate $1,469,991 that would be payable to the Underwriters upon the closing of the Company’s initial
business combination pursuant to the Underwriting Agreement. A copy of the Letter Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference
The Company continues to search
for potential target companies to complete an initial business combination, but there can be no assurance that such a transaction will
be completed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
| |
Jupiter acquisition corporation |
| |
|
| |
By: |
/s/ James N. Hauslein |
| |
|
Name: |
James N. Hauslein |
| |
|
Title: |
Chief Executive Officer |
Date: April 17, 2023
2
Exhibit 1.1
600
Lexington Avenue | 30th Floor
New
York, New York 10022
CONFIDENTIAL
April 6, 2023 (the “Effective Date”)
Jupiter Acquisition Corporation
11450 SE Dixie
Hwy
Hobe Sound, FL 33455
Attention: James N Hauslein
With copy to:
Greenberg Traurig, P.A.,
333 S.E. 2nd Avenue
Miami, FL 33131
Attention: Alan I. Annex, Esq.
Dear Mr. Hauslein:
Reference is made to the underwriting
agreement, dated August 12, 2021 (the “Agreement”), among Jupiter Acquisition Corporation, a Delaware corporation (the
“Company”) and the several underwriters listed on Schedule A thereto, including Brookline Capital Markets, a division of
Arcadia Securities, LLC (“Brookline”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”), pursuant to which
Brookline and Ladenburg were engaged to render certain underwriting services to the Company in connection with the Company’s
initial public offering. Unless otherwise defined, capitalized terms used herein have the meanings assigned to such terms in the
Agreement.
Whereas pursuant to
Sections 1(b) and 1(d) of the Agreement Brookline and Ladenburg are entitled to receive the Deferred Discount upon consummation of
the Business Combination, Brookline and Ladenburg hereby waive on behalf of themselves, effective as of the date hereof, (i) their
entitlement to the cash payment of any and all amounts of Deferred Discount now owing to Brookline and Ladenburg or subsequently
payable to Brookline and Ladenburg in accordance with the Agreement, which such amounts equal an aggregate of $1,469,991 ($734,996
payable to each of Brookline and Ladenburg) (the “Cash Payment”). Upon the completion of a Business Combination, the
Company may cause the surviving company of the Business Combination to issue 150,000 common shares of such surviving company to each
of Brookline and Ladenburg, which such shares may not be subject to any lock-up or transfer restrictions other than those applicable
under the United States securities laws, in lieu, and in full satisfaction, of the Cash Payment and Brookline and Ladenburg will
have no further rights under the Agreement.
Brookline and Ladenburg’s waiver of the Cash Payment
is not the result of any dispute or disagreement with the Company or any Business Combination target or any of their respective affiliates.
This letter, and any claim, controversy or dispute arising
under or related to this letter, shall be governed by and construed in accordance with the laws of the State of New York without reference
to principles of conflicts of law.
600
Lexington Avenue | 30th Floor
New
York, New York 10022
CONFIDENTIAL
SIGNATURE
Sincerely,
| Brookline Capital Markets, |
|
| a division of Arcadia Securities, LLC |
|
| |
|
|
| By: |
/s/ William B. Buchanan Jr. |
|
| Name: |
William B. Buchanan Jr. |
|
| Its: |
Managing partner |
|
| Ladenburg Thalmann & Co. Inc. |
|
| |
|
|
By:
|
/s/ Jeffrey Caliva |
|
| Name: |
Jeffrey Caliva |
|
| Its: |
Managing Director |
|