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): August 25, 2021
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 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 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 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
As previously reported on a Current Report on Form 8-K filed by Jupiter Acquisition Corporation (the “Company”) on August 18, 2021 (the “Initial Form 8-K”), on August 17, 2021, the Company completed its initial public offering (the “IPO”) of 15,000,000 units (“Units”). Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and one-half of one redeemable warrant (“Warrants”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-248411). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $150,000,000.
As previously reported on a Current Report on Form 8-K filed by the Company on August 23, 2021 (the “Second Form 8-K”), on August 23, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. On August 25, 2021, the underwriters purchased 761,850 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the partial exercise of the over-allotment option, generating gross proceeds of $7,618,500.
As previously reported in the Initial Form 8-K, on August 17, 2021, simultaneously with the consummation of the IPO, the Company completed a private placement of an aggregate of 580,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $5,800,000 (the “Private Placement”). On August 25, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 15,237 Private Placement Units at $10.00 per additional Private Placement Unit (the “Additional Private Placement Units”), generating total gross proceeds of $152,370. The Private Placement Units are identical to the Units except as described in the Initial Form 8-K.
A total of $7,618,500 of the net proceeds from the sale of the Additional Units and the Additional Private Placement Units was deposited in the trust account established for the benefit of the Company’s public stockholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee, bringing the aggregate proceeds held in the Trust Account to $157,618,500.
An audited balance sheet as of August 17, 2021 reflecting receipt of the net proceeds from the IPO and the Private Placement, but not the net proceeds from the sale of the Additional Units and the Additional Private Placement Units, had been prepared by the Company and previously filed as Exhibit 99.1 to the Second Form 8-K. The Company’s unaudited pro forma balance sheet as of August 25, 2021 reflecting receipt of the net proceeds from the sale of the Additional Units and the Additional Private Placement Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Pro Forma Balance Sheet |
1
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: August 30, 2021
2
Exhibit 99.1
JUPITER ACQUISITION CORPORATION
BALANCE SHEET
AUGUST 17, 2021
| August 17, 2021 | Pro Forma Adjustments | As Adjusted | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| ASSETS | ||||||||||||
| Cash | $ | 2,254,111 | $ | — | $ | 2,254,111 | ||||||
| Prepaid expenses and other current assets | 26,999 | — | 26,999 | |||||||||
| Total current assets | 2,281,110 | — | 2,281,110 | |||||||||
| Cash held in trust account | 150,000,000 | 7,618,500 | 157,618,500 | |||||||||
| Total Assets | $ | 152,281,110 | $ | 7,618,500 | $ | 159,899,610 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current Liabilities | ||||||||||||
| Accrued expenses | $ | 9,656 | $ | — | $ | 9,656 | ||||||
| Accrued offering costs | 99,465 | — | 99,465 | |||||||||
| Total Current Liabilities | 109,121 | — | 109,121 | |||||||||
| Deferred underwriting payable | 5,250,000 | 266,648 | 5,516,648 | |||||||||
| Warrant liabilities | 5,945,131 | 296,495 | 6,241,626 | |||||||||
| Total Liabilities | 11,304,252 | 563,143 | 11,867,395 | |||||||||
| Commitments | ||||||||||||
| Common stock subject to possible redemption, 13,597,685 and 14,303,221 shares at redemption value, respectively | 135,976,850 | 7,055,360 | 143,032,210 | |||||||||
| Stockholders’ Equity | ||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | — | |||||||||
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,982,315 and 2,053,866 shares issued and outstanding, respectively (excluding 13,597,685 and 14,303,221 shares subject to possible redemption, respectively) | 198 | 8 | 206 | |||||||||
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 and 3,940,462 shares issued and outstanding | 431 | (37 | ) | 394 | ||||||||
| Additional paid-in capital | 5,537,687 | 16,011 | 5,553,698 | |||||||||
| Accumulated deficit | (538,308 | ) | (15,985 | ) | (554,293 | ) | ||||||
| Total Stockholders’ Equity | 5,000,008 | (3 | ) | 5,000,005 | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 152,281,110 | $ | 7,618,500 | $ | 159,899,610 | ||||||