UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
Business Combination Agreement
On October 26, 2022, Jupiter Wellness Acquisition Corp., a blank check, special purpose acquisition company incorporated as a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing that the Company has entered into a definitive Business Combination Agreement (the “BCA”) on October 25, 2022, with Chijet Inc., a Cayman Islands exempted company (together with its subsidiaries, “Chijet”), each of the referenced holders of Chijet’s outstanding capital shares (collectively, the “Sellers”) and certain other parties formed in connection with the transactions contemplated by the BCA (the “Business Combination”), including Chijet Motor Company, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Chijet (“Pubco”). Chijet indirectly holds controlling interests in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles and FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures and sells traditional fuel vehicles.
Subject to the terms and conditions of the BCA, Pubco will acquire all of the issued and outstanding shares of Chijet from the Sellers (“Purchased Shares”) in exchange for ordinary shares of Pubco and Chijet shall surrender for no consideration its shares in Pubco, such that Chijet becomes a wholly owned subsidiary of Pubco and the Sellers become shareholders of Pubco (the “Share Exchange”). Immediately thereafter, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, as a result of which, (i) the Company shall become a wholly owned subsidiary of Pubco, and (ii) each issued and outstanding security of the Company immediately prior to the consummation of the Business Combination shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco (and with the holders of the Company’s publicly traded shares of Class A common stock, par value $0.0001 per share (“Company Class A Common Stock”), that do not redeem their shares also receiving one (1) contingent value right (“CVR,” as defined in the BCA) for each share of Company Class A Common Stock held).
Pursuant to the BCA, at the closing, Pubco shall issue and deliver to the Sellers an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value equal to One Billion Six Hundred Million U.S. Dollars ($1,600,000,000), with each Pubco ordinary share valued at the redemption price, and with each Seller receiving its pro rata share of the applicable Exchange Shares based on the number of Purchased Shares owned by such Seller, divided by the total number of purchased shares owned by all Sellers. However, the issuance to certain of the Sellers (the “Earnout Participants”) of Exchange Shares having a value of Six Hundred and Seventy Four Million U.S. Dollars ($674,000,000), with each of such shares being valued at the redemption price (such Pubco ordinary shares, subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the closing, including to account for any equity securities into which such shares are exchanged or converted, and together with the earnings thereof, the “Earnout Shares”), and each of the Earnout Participants shall have the contingent right to receive a pro rata portion of such Earnout Shares and earnings thereon (such pro rata allocation based on the number of Purchased Shares owned by such Earnout Participant, divided by the total number of Purchased Shares owned by all Earnout Participants) based on Pubco and its subsidiaries achieving certain financial performance metrics over for calendar years 2023, 2024 and 2025 or meeting certain stock price metrics from the closing until 30 trading days after the date on which Pubco files its annual report for the calendar year ended December 31, 2023, 2024 and 2025, respectively with the SEC. To the extent that any such Earnout Shares are not earned, they (along with income thereon) will be redistributed pro rata to the holders of CVRs.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
There can be no assurance that the Business Combination can occur as planned or at all. The Company will file a Current Report on Form 8-K with a detailed description of the BCA, together with a copy of the BCA within four (4) business days of entry into the BCA with the Securities and Exchange Commission (the “SEC”). The information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Proposed Business Combination and Where to Find It
This Form 8-K relates to a proposed business combination transaction among the parties set forth above referred to above and herein as the Business Combination. A full description of the terms of the Business Combination will be provided in a registration statement on Form F-4 that Pubco intends to file with the SEC that will include a prospectus of Pubco with respect to the securities to be issued in connection with the proposed Business Combination and a proxy statement of the Company with respect to the solicitation proxies for the special meeting of stockholders of the Company to vote on the Business Combination (the “Form F-4”). Each of the Company and Chijet urges its investors, stockholders and other interested persons to read, when available, the preliminary proxy statement/ prospectus as well as other documents filed with the SEC because these documents will contain important information about the Company, Chijet, Pubco and the Business Combination. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement on Form F-4 will be mailed to shareholders of the Company as of a record date to be established for voting on the Business Combination. Once available, Company shareholders and other interested persons will also be able to obtain a copy of the Registration Statement on Form F-4, including the proxy statement/prospectus included therein, and other documents filed with the SEC, without charge, on the SEC’s website at www.sec.gov or by directing a request to Jupiter Wellness Acquisition Corp., 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477.
Participants in Solicitation
The Company, Chijet and Pubco, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the proposed Business Combination. The Company’s shareholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers of the Company (and as applicable, Chijet and Pubco) in the Business Combination is set forth in the Company’s final prospectus relating to its initial public offering, dated December 6 2021, which was filed with the SEC on December 8, 2021 and in filings with the SEC, including when filed, the Form F-4 and the accompanying proxy statement/prospectus. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.
This communication does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors and security holders are urged to read the Form F-4 and accompanying proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed Business Combination.
No Offer or Solicitation
This Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K, exhibits hereto and information incorporated by reference herein, contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Business Combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the BCA by the stockholders of the Company; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the BCA following the announcement of the entry into the BCA and proposed Business Combination; (v) the ability of the parties to recognize the benefits of the BCA and the Business Combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding the industry and market size of Chijet, Pubco, Baoya or FAW Jilin; (viii) financial condition and performance of Chijet and Pubco, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, potential level of redemptions of the Company’s public shareholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Chijet and Pubco; and (ix) and those factors discussed in the Company’s and Pubco’s filings with the SEC and that will be contained in the registration statement on Form F-4 relating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the registration statement and other documents to be filed by the Company or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Pubco, Chijet and the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. None of Pubco, Chijet or the Company gives any assurance that Pubco, Chijet or the Company will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are included as part of this report.
| Exhibit No. | Description | |
| 99.1 | Press Release of the Registrant dated October 26, 2022 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
| Date: October 26, 2022 | JUPITER WELLNESS ACQUISITION CORP. | |
| By: | /s/ Brian John | |
| Name: | Brian S. John | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Chijet Motor Company, Inc. entered into a business combination agreement with Jupiter Wellness Acquisition Corp. to become a public company to advance its electric vehicle business and sales of gasoline vehicles in China and Southeast Asia
Business combination agreement with Jupiter Wellness Acquisition Corp. values Chijet’s operating companies at $1.6 billion, subject to downward revision of up to $674 million based on certain post-Closing financial performance or stock price metrics
| ● | Achieving the public listing milestone would enable Chijet to accelerate its electric vehicle development, manufacturing and sales, while expanding sales and production of conventional gas-fueled hybrid vehicles, leveraging its relationships with more than 300 dealerships in China and Southeast Asia and current annual production capacity of 240,000 vehicles at its existing 13.85 million-square-foot production base in Jilin City, China. | |
| ● | Expected proceeds will be approximately $140.2 million before payment of transaction expenses (assuming no redemptions by JWAC public shareholders) will enhance Chijet’s production capacity, new product research and development, working capital and expansion in Southeast Asia. | |
| ● | Mr. Hongwei Mu, Chairman of Chijet, and the existing leadership team will lead the combined company. |
NEW YORK, NY – October 26, 2022 – Jupiter Wellness Acquisition Corp. (NASDAQ: JWAC) (“JWAC”), a publicly traded special purpose acquisition company, today announced the signing of a definitive business combination agreement, dated October 25, 2022, with Chijet Motor Company, Inc. (together with its subsidiaries, the “Company” or “Chijet”), is developing next-generation electric vehicles and expanding its manufacturing capabilities. Chijet expects to use the transaction proceeds to fund the development and production of its planned next-generation electric vehicle, with sales expected to increase as new models are launched and two production facilities, occupying a total area of 8.47 million square feet with annual production capacity of 200,000 vehicles currently under construction in Xiangyang and Yantai, China, are completed.
“We are focused on our vision to develop and produce electric vehicles with the latest energy-saving technologies, which has never been more important than today given the soaring cost of oil,” said Chijet Chairman Mu Hongwei. “Our management team is committed to delivering on our plans to expand our electric vehicle business and leverage our existing dealer network, our manufacturing permits and licenses, and supply chain and production capabilities.”
Brian John, CEO of JWAC, noted: “We are delighted to have entered into a definitive agreement with Chijet. Chijet designs, manufactures, markets and services a full line of cars, mini-trucks, sport utility vehicles and electric vehicles. As a major player in this field, and with its relationship with one of China’s leading automakers FAW Group, we believe Chijet will continue to expand its market position as the electric vehicle industry expands. JWAC and our investors thought it was important for JWAC to merge with a rapidly growing Company with the potential for big revenue and earnings growth during these down market times, and we believe we will accomplish that with the Chijet merger.
Chijet is currently focusing on expanding the business of electric vehicles while manufacturing, selling and servicing traditional fuel vehicles. Currently, the Company plans to sell vehicles to more than 300 dealerships in China and the rest of Southeast Asia, and produces a variety of models through its Chinese subsidiary FAW Jilin Automobile Co., Ltd. (“FAW Jilin”), including 3 SUV models sold under the Senya brand and 4 light truck models sold under the Jiabao brand. Chijet partners with FAW Group (“FAW”), one of the ‘Big Four’ auto manufacturers in China. With over three million cars produced and over $100 billion in annual revenue in 2021, FAW ranked 66th on the Fortune 500 Global list in 2021. In 2019, Chijet indirectly purchased a 60.05% interest in FAW Jilin from FAW. In addition, Chijet is building a 5.15 million-square-foot factory in Yantai, China, dedicated to electric vehicle production and a new planned headquarters. Chijet has a management team of industry veterans with decades of experience in engineering and design, management, financing, industrial production and financial management. The FAW Jilin production subsidiary has passed IATF16949 quality management system certification, ISO45001 occupational health and safety management system certification, ISO14001 environmental management system certification and ISO50001 energy management system certification. These certification registrations cover the design and manufacture of the sedan and minicar range.
Compared with its competitors, Chijet believes it has superior advantages in its production and supply chain. Its executive team has extensive experience in production technology and a management style modeled on Toyota Motor Corporation. The completion of construction of the two new production facilities and corporate new offices is expected to strengthen and optimize Chijet’s production capacity of electric vehicles, hybrid vehicles and gasoline vehicles. In addition, Chijet believes that it has established strong relationships with top institutions and suppliers from all over the world.
Transaction Overview
The business combination attributes an implied enterprise value to Chijet of an aggregate of $1.6 billion, including Chijet’s controlling interests in Shandong Baoya New Energy Vehicle Co., Ltd., the Chinese company that is developing new EV models, and FAW Jilin, the Chinese company producing and selling traditional fuel vehicles. Of the aggregate $1.6 billion, $674 million is subject to potential surrender and cancellation after the closing of the transaction for Chijet failing to achieve certain financial performance or stock price metrics. Upon completion of the transaction, Chijet currently expects proceeds will be approximately $140.2 million before payment of transaction expenses (assuming no redemptions by JWAC public shareholders). The cash proceeds raised in the transaction are currently anticipated to be used for the construction of Chijet’s Yantai electric vehicle manufacturing base and to fund company operations, support its growth and for general company operating purposes. Following completion of the proposed transaction, Chijet plans to raise additional capital to further its planned expansion of production capacity and product offering to include new models of electric vehicles.
In the proposed transaction, both Chijet and JWAC will be acquired by a newly-formed holding company named Chijet Motor Company, Inc. (“Pubco”), which is expected to be listed on the Nasdaq Stock Market (“Nasdaq”).
The boards of directors of JWAC and Chijet have unanimously approved the proposed transaction. Its closing is subject to approval by JWAC stockholders and is subject to other customary closing conditions, including the U.S. Securities and Exchange Commission (“SEC”) declaring Pubco’s registration statement effective and the expiration of the applicable HSR Act waiting period. It is currently expected that the transaction will close by the end of the first quarter of 2023, assuming such closing conditions are met.
About Chijet
The primary business of Chijet is the development, manufacture, sales and service of traditional fuel vehicles and electric vehicles. State-of-the-art manufacturing systems and stable supply chain management enable the company to provide consumers with products of high performance at reasonable prices. The factory in Yantai, China, will be dedicated to EV production, and the company’s headquarters will be also located at the planned Yantai factory. Chijet has a management team of industry veterans with decades of experience in engineering and design, management, financing, industrial production and financial management.
About JWAC
JWAC is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. JWAC began trading on the Nasdaq in December 2021, and its common stock and rights are traded under the ticker symbols JWAC and JWACR, respectively.
Advisors
GF Securities (Hong Kong) Brokerage Limited acted as financial advisors to JWAC.
Sichenzia Ross Ference LLP is serving as legal advisor to JWAC.
Ellenoff Grossman & Schole LLP is serving as legal advisor to Chijet.
Important Information About the Proposed Business Combination and Where to Find It
This press release relates to a proposed business combination transaction among the parties set forth above referred to above and herein as the business combination. A full description of the terms of the business combination will be provided in a registration statement on Form F-4 that Pubco intends to file with the SEC that will include a prospectus of Pubco with respect to the securities to be issued in connection with the proposed business combination and a proxy statement of JWAC with respect to the solicitation of proxies for the special meeting of stockholders of JWAC to vote on the business combination (the “Form F-4”). Each of the Company and JWAC urges its investors, stockholders and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about JWAC, Chijet and the business combination. After the Form F-4 is declared effective, the definitive proxy statement/prospectus to be included in the Form F-4 will be mailed to shareholders of JWAC as of a record date to be established for voting on the business combination. Once available, JWAC shareholders and other interested persons will also be able to obtain a copy of the Registration Statement on Form F-4, including the proxy statement/prospectus included therein, and other documents filed with the SEC, without charge, by directing a request to: Jupiter Wellness Acquisition Corp., 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, (561) 244-7100 or on the SEC’s website at www.sec.gov.
Participants in Solicitation
JWAC and Chijet, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of JWAC’s stockholders in respect of the proposed business combination. JWAC’s shareholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers of JWAC and Chijet in the business combination will be set forth in filings with the SEC, including when filed, the Form F-4 and the accompanying proxy statement/prospectus. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.
This press release does not contain all the information that should be considered concerning the business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Before making any voting or investment decision, investors and security holders are urged to read the Form F-4 and accompanying proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination.
No Offer or Solicitation
This press release will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.
Forward-Looking Statements
The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of JWAC’s securities; (ii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the business combination agreement by the stockholders of JWAC; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the business combination agreement following the announcement of the entry into the business combination agreement and proposed business combination; (v) the ability of the parties to recognize the benefits of the business combination agreement and the business combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding Chijet’s industry and market size; (viii) financial condition and performance of Chijet and Pubco, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the business combination, potential level of redemptions of JWAC’s public shareholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Chijet and Pubco; and (ix) those factors discussed in JWAC’s and Pubco’s filings with the SEC and that will be contained in the registration statement on Form F-4 and the related proxy statement relating to the business combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the registration statement on Form F-4 and related proxy statement and other documents to be filed by JWAC or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Chijet, JWAC and Pubco may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. None of Chijet, JWAC or Pubco gives any assurance that Chijet, JWAC or Pubco will achieve its expectations.
Contact
Chijet Motor Company, Inc. and Jupiter Wellness Acquisition Corp.
Brian John, Chief Executive Officer
bjohn@jupiterwellness.com