Current Report Filing (8-k)
07 April 2023 - 6:16AM
Edgar (US Regulatory)
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2023-03-31
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2023-03-31
2023-03-31
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JAQC:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member
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2023-03-31
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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):
March 31, 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 8.01. Other Events.
Pursuant to a letter dated
March 31, 2023 from Nomura Securities International, Inc. (“Nomura”) to Jupiter Acquisition Corporation (the “Company”),
Nomura notified the Company that, among other matters, Nomura has waived its entitlement to payment of any and all amounts of the Underwritten
Deferred Discount (as such term is defined in the Underwriting Agreement, dated as of August 12, 2021 (the “Underwriting Agreement”),
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) owed or payable to Nomura in accordance
with the Underwriting Agreement.
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.
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 6, 2023
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