0001883799 false 0001883799 2021-12-09 2021-12-09 0001883799 JWACU:UnitsEachConsistingOfOneShareOfClassCommonStockAndOneRightMember 2021-12-09 2021-12-09 0001883799 JWACU:ClassCommonStockParValue0.0001PerShareMember 2021-12-09 2021-12-09 0001883799 JWACU:RightsEachExchangeableIntoOneeighthOfOneShareOfClassCommonStockMember 2021-12-09 2021-12-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): December 9, 2021

 

Jupiter Wellness Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41126   87-2646504
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1061 E. Indiantown Road, Suite 110

Jupiter, Florida 33477

 

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (561) 244-7100

 

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 Right   JWACU   The Nasdaq Stock Market LLC
         
Class A Common Stock, par value $0.0001 per share   JWAC   The Nasdaq Stock Market LLC
         
Rights, each exchangeable into one-eighth of one share of Class A Common Stock   JWACR   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.

 

On December 9, 2021, the Company consummated its initial public offering (the “IPO”) of 13,800,000 units (the “Units”), which included 1,800,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one right to receive one-eighth of one share of Class A Common Stock upon the consummation of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $138,000,000.

 

On December 9, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 629,000 units (the “Private Placement Units”) to Jupiter Wellness Sponsor LLC and I-Bankers Securities, Inc. at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,290,000.

 

A total of $139,380,000 of the net proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based trust account maintained by American Stock Transfer & Trust Company, LLC, acting as trustee.

 

An audited balance sheet as of December 9, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Audited Balance Sheet as of December 9, 2021.
104   Cover Page Interactive Data File

 

   
   

 

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 15, 2021

 

  JUPITER WELLNESS ACQUISITION CORP.
   
  By: /s/ Brian S. John
    Brian S. John
    Chief Executive Officer