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): December 22, 2021
JUNIPER II CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41014 | 84-1434822 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 3790 El Camino Real #818 Palo Alto, California |
94306 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (650) 292-9660
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 to 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 |
Name of each exchange | ||
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | JUN.U | The New York Stock Exchange | ||
| Shares of Class A common stock included as part of the units | JUN | The New York Stock Exchange | ||
| Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | JUN WS | The New York Stock Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. |
On December 22, 2021, Juniper II Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants (the “Warrants”) included in the Units commencing on December 23, 2021. Each Unit consists of one share of Class A common stock and one-half of one Warrant to purchase one share of Class A common stock. Any Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “JUN.U”. Any underlying shares of Class A common stock and Warrants that are separated will trade on the NYSE under the symbols “JUN” and “JUN WS,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A common stock and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 22, 2021. | |
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.
Dated: December 22, 2021
| JUNIPER II CORP. | ||
| By: |
/s/ Noah Kindler | |
| Name: |
Noah Kindler | |
| Title: |
Chief Financial Officer and Chief Technology Officer | |
Exhibit 99.1
Juniper II Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing December 23, 2021
Palo Alto, California, Dec. 22, 2021 (GLOBE NEWSWIRE) — Juniper II Corp. (NYSE: JUN.U) (the “Company”) announced that, commencing December 23, 2021, holders of the units sold in the Company’s initial public offering of 29,900,000 units, completed on November 8, 2021, may elect to separately trade the shares of Class A common stock and warrants included in the units. Any units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “JUN.U,” and the shares of Class A common stock and warrants that are separated will trade on the NYSE under the symbols “JUN” and “JUN WS,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
The units were initially offered by the Company in an underwritten offering. Morgan Stanley & Co. LLC and UBS Securities LLC acted as joint book running managers for the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on November 3, 2021.
The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained for free from the SEC website at www.sec.gov or by contacting UBS Securities LLC, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: (888) 827-7275 or email: ol-prospectusrequest@ubs.com or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at (866) 718-1649 or by email at prospectus@morganstanley.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Juniper II Corp.
Led by former Honeywell International Inc. veterans, Roger Fradin and Murray Grainger, Juniper II Corp. is a blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry, although it intends to focus its search for a target business within the industrial sector. The Company has not yet selected any specific business combination target.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the anticipated separation of the units into shares of Class A common stock and warrants. No assurance can be given that the units will be separated as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
For more information:
Murray Grainger
Chief Executive Officer
murray@juniperspac.com
+1 (650) 292-9660
Noah Kindler
Chief Financial Officer and Chief Technology Officer
noah@juniperspac.com
+1 (650) 292-9660