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| CIK | 1883799 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Jupiter Wellness Acquisition Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Jupiter Wellness Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 48208E207 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) |
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| June 12, 2023 |
JUPITER WELLNESS ACQUISITION Corp. / Lighthouse Investment Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 1, 2023 |
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): June 1, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (Co |
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| June 1, 2023 |
Exhibit 99.1 Chijet Motor Company, Inc. and Chijet, Inc., a High-Tech Enterprise Engaged in the Development, Production and Sales of New Energy Vehicles, together with Jupiter Wellness Acquisition Corp. Announce Closing of Business Combination ● The Business Combination will add cash, including funds from JWAC’s trust account, to support Chijet’s growth and internal expansion. ● Chijet’s ordinary |
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| May 25, 2023 |
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): May 25, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (Co |
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| May 25, 2023 |
Exhibit 99.1 FOR RELEASE Contact Jupiter Wellness Acquisition Corp 561-244-7100 [email protected] Release Date 5/24/2023 Jupiter Wellness Acquisition Corp. Issues Statement on Closing the Business Combination with Chijet Motor Company, Inc. JUPITER, FL / May 24, 2023 – Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC), a publicly traded special purpose acquisition company, has issued t |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41126 JUPITER WELLNESS |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-41126 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10 |
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| May 12, 2023 |
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): May 12, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (Co |
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| May 5, 2023 |
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): May 5, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (Com |
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| May 2, 2023 |
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): May 2, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (Com |
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| May 1, 2023 |
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): May 1, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (Com |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (C |
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| May 1, 2023 |
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): May 1, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (Com |
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| May 1, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 1, 2023 by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (together with its successors, “SPAC”), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company (together with its successors, “Pubco”), (iii) Chijet Holdings Limited, a British Virgin |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (C |
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| May 1, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 1, 2023 by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (together with its successors, “SPAC”), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company (together with its successors, “Pubco”), (iii) Chijet Holdings Limited, a British Virgin |
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| May 1, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 1, 2023 by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (together with its successors, “SPAC”), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company (together with its successors, “Pubco”), (iii) Chijet Holdings Limited, a British Virgin |
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| May 1, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 1, 2023 by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (together with its successors, “SPAC”), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company (together with its successors, “Pubco”), (iii) Chijet Holdings Limited, a British Virgin |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 20, 2023 |
JUPITER WELLNESS ACQUISITION CORP. CLARIFIES PRESS RELEASE OF APRIL 19, 2023. Exhibit 99.1 JUPITER WELLNESS ACQUISITION CORP. CLARIFIES PRESS RELEASE OF APRIL 19, 2023. Jupiter, FL, April 20, 2023 (GLOBE NEWSWIRE) – Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC) (“JWAC”) announced today that its special meeting of stockholders (the “Meeting”), which was originally scheduled for April 20, 2023, has been postponed to 10:00 a.m. Eastern Time, on Tuesday, May 2, 2023. At the |
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| April 20, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2023 JUPITER WELLNESS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorpor |
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| April 19, 2023 |
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): April 19, 2023 JUPITER WELLNESS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporat |
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| April 19, 2023 |
Exhibit 99.1 JUPITER WELLNESS ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF ITS SPECIAL MEETING OF STOCKHOLDERS FOR APPROVING ITS INITIAL BUSINESS COMBINATION WITH CHIJET Jupiter, FL, April 19, 2023 (GLOBE NEWSWIRE) – Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC) (“JWAC”) announced today that its special meeting of stockholders (the “Meeting”), which was originally scheduled for April 20, 2023, |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 7, 2023 |
Promissory Note, dated March 6, 2023, issued by Jupiter Wellness Acquisition Corp., to Chijet, Inc. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| March 7, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| March 7, 2023 |
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 6, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (C |
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| March 7, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| March 7, 2023 |
Jupiter Wellness Acquisition Corp. to Extend Period to Consummate Initial Business Combination EX-99.1 4 ex99-1.htm Exhibit 99.1 Contact Jupiter Wellness, Inc. 561-244-7100 [email protected] Release Date 3/6/2023 Jupiter Wellness Acquisition Corp. to Extend Period to Consummate Initial Business Combination JUPITER, FL / March 6, 2023 – Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC), a publicly traded special purpose acquisition company, announced today that the Company intend |
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| March 7, 2023 |
Jupiter Wellness Acquisition Corp. to Extend Period to Consummate Initial Business Combination Exhibit 99.1 Contact Jupiter Wellness, Inc. 561-244-7100 [email protected] Release Date 3/6/2023 Jupiter Wellness Acquisition Corp. to Extend Period to Consummate Initial Business Combination JUPITER, FL / March 6, 2023 – Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC), a publicly traded special purpose acquisition company, announced today that the Company intends to extend the perio |
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| March 7, 2023 |
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 6, 2023 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) (C |
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| March 7, 2023 |
Promissory Note, dated March 6, 2023, issued by Jupiter Wellness Acquisition Corp., to Chijet, Inc. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| February 14, 2023 |
SC 13G 1 lighthouse-jwac123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Jupiter Wellness Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 48208E207 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this S |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Jupiter Wellness Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 48208E207 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Jupiter Wellness Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 48208E108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41126 JUPITER WELLN |
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| February 1, 2023 |
US48208E1082 / JUPITER WELLNESS ACQUISITION Corp. / Weiss Asset Management LP Passive Investment |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Jupiter Wellness Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and one right (Title of Class of Securities) 48208E207 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41126 Jupiter Wellness Acquisit |
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| December 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-41126 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on For |
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| December 6, 2022 |
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 5, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| December 6, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| December 6, 2022 |
Exhibit 99.1 FINAL FOR RELEASE Contact Jupiter Wellness, Inc. 561-244-7100 [email protected] Release Date 12/6/2022 Jupiter Wellness Acquisition Corp. Funded Trust Account to Extend Period to Consummate Initial Business Combination JUPITER, FL / December 6, 2022 ? Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC), a publicly traded special purpose acquisition company, announced today t |
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| December 6, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| December 6, 2022 |
425 1 form425.htm 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 5, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction |
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| December 6, 2022 |
Exhibit 99.1 FINAL FOR RELEASE Contact Jupiter Wellness, Inc. 561-244-7100 [email protected] Release Date 12/6/2022 Jupiter Wellness Acquisition Corp. Funded Trust Account to Extend Period to Consummate Initial Business Combination JUPITER, FL / December 6, 2022 ? Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC), a publicly traded special purpose acquisition company, announced today t |
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| December 1, 2022 |
Jupiter Wellness Acquisition Corp. to Extend Period to Consummate Initial Business Combination Exhibit 99.1 FINAL FOR RELEASE Contact Jupiter Wellness, Inc. 561-244-7100 [email protected] Release Date 12/1/2022 Jupiter Wellness Acquisition Corp. to Extend Period to Consummate Initial Business Combination JUPITER, FL / December 1, 2022 ? Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC), a publicly traded special purpose acquisition company, announced today that the Company inten |
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| December 1, 2022 |
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 1, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| December 1, 2022 |
Jupiter Wellness Acquisition Corp. to Extend Period to Consummate Initial Business Combination Exhibit 99.1 FINAL FOR RELEASE Contact Jupiter Wellness, Inc. 561-244-7100 [email protected] Release Date 12/1/2022 Jupiter Wellness Acquisition Corp. to Extend Period to Consummate Initial Business Combination JUPITER, FL / December 1, 2022 ? Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC), a publicly traded special purpose acquisition company, announced today that the Company inten |
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| December 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 1, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| October 31, 2022 |
Exhibit 2.1 EXECUTION COPY BUSINESS COMBINATION AGREEMENT by and among JUPITER WELLNESS ACQUISITION CORP., as JWAC, CHIJET MOTOR COMPANY, INC., as Pubco, CHIJET MOTOR (USA) COMPANY, INC., as Merger Sub, CHIJET INC., as the Company, THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers, and MU HONGWEI, in the capacity as the Seller Representative Dated as of October 25, 2022 TABLE OF CONTENT |
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| October 31, 2022 |
Exhibit 10.1 EXECUTION COPY SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of October 25, 2022 (this ?Support Agreement?), is entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (?JWAC?), Chijet Inc., a Cayman Islands exempted company (the ?Company?), Chijet Motor Company, Inc., a Cayman Islands exempted company (?Pubco?), Jupiter Wellness Sponsor LLC, a Delawa |
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| October 31, 2022 |
EX-10.2 4 ex10-2.htm Exhibit 10.2 EXHIBIT A FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2022, by and between (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (“Pubco”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the |
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| October 31, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 25, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| October 31, 2022 |
Exhibit 10.1 EXECUTION COPY SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of October 25, 2022 (this ?Support Agreement?), is entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (?JWAC?), Chijet Inc., a Cayman Islands exempted company (the ?Company?), Chijet Motor Company, Inc., a Cayman Islands exempted company (?Pubco?), Jupiter Wellness Sponsor LLC, a Delawa |
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| October 31, 2022 |
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): October 25, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| October 31, 2022 |
Exhibit 10.4 AMENDMENT TO INSIDER LETTER THIS AMENDMENT TO INSIDER LETTER (this ?Amendment?) is made and entered into as of October 25, 2022, by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company (?Pubco?), (iii) Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the ?Sponsor? |
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| October 31, 2022 |
Form of Amended and Restated Registration Rights Agreement Exhibit 10.3 CONFIDENTIAL FINAL FORM Exhibit D FORM OF Amended and Restated REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], by and among (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (including any successor entity thereto, ?Pubco?), (ii) Jupiter Wellness Acquisition Corp., a Delaware corporatio |
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| October 31, 2022 |
Exhibit 10.2 EXHIBIT A FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of October 25, 2022, by and between (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (?Pubco?), and (ii) the undersigned (?Holder?). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination |
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| October 31, 2022 |
Exhibit 10.4 AMENDMENT TO INSIDER LETTER THIS AMENDMENT TO INSIDER LETTER (this ?Amendment?) is made and entered into as of October 25, 2022, by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company (?Pubco?), (iii) Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the ?Sponsor? |
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| October 31, 2022 |
Exhibit 2.1 EXECUTION COPY BUSINESS COMBINATION AGREEMENT by and among JUPITER WELLNESS ACQUISITION CORP., as JWAC, CHIJET MOTOR COMPANY, INC., as Pubco, CHIJET MOTOR (USA) COMPANY, INC., as Merger Sub, CHIJET INC., as the Company, THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers, and MU HONGWEI, in the capacity as the Seller Representative Dated as of October 25, 2022 TABLE OF CONTENT |
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| October 31, 2022 |
Form of Amended and Restated Registration Rights Agreement Exhibit 10.3 CONFIDENTIAL FINAL FORM Exhibit D FORM OF Amended and Restated REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], by and among (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (including any successor entity thereto, ?Pubco?), (ii) Jupiter Wellness Acquisition Corp., a Delaware corporatio |
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| October 26, 2022 |
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): October 25, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| October 26, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 25, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| October 26, 2022 |
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 rev |
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| October 26, 2022 |
EX-99.1 2 ex99-1.htm 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, su |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41126 JUPITER WELLNESS |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41126 JUPITER WELLNESS |
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| March 17, 2022 |
JWAC / Jupiter Wellness Acquisition Corp - Class A / John Brian Activist Investment SC 13D/A 1 jupiterspn13da1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Jupiter Wellness Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 48208E108 (CUSIP Number) Jupiter Wellness Sponsor LLC 1061 E. Indiantown Road, Suite 110 J |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Jupiter Wellness Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 48208E207 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 11, 2022 |
JWAC / Jupiter Wellness Acquisition Corp - Class A / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41126 JUPITER WELLN |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Jupiter Wellness Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and one right (Title of Class of Securities) 48208E207 (CUSIP Number) BRUCE KALLINS, PRINCIPAL; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06 |
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| February 7, 2022 |
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): February 7, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| February 4, 2022 |
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): February 2, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| January 10, 2022 |
Lighthouse Investment Partners, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 5, 2022 |
Jupiter Wellness Acquisition Corp. Announces Upcoming Automatic Unit Separation Exhibit 99.1 Jupiter Wellness Acquisition Corp. Announces Upcoming Automatic Unit Separation Jupiter, Florida, January 5, 2022 ? Jupiter Wellness Acquisition Corp. (Nasdaq: JWACU) (the ?Company?) announced today that, on January 7, 2022, the Company?s units will no longer trade, and that shares of the Company?s Class A common stock and rights, which together comprise the units will commence tradin |
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| January 5, 2022 |
Financial Statements and Exhibits, Other Events 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): January 5, 2022 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41126 87-2646504 (State or other jurisdiction of incorporation) |
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| December 17, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Jupiter Wellness Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 48208E207 (CUSIP Number) December 7, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| December 15, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Jupiter Wellness Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Jupiter Wellness Acquisition Corp (the ?Company?) as of December 9, 2021, and the related notes (collectively referred to as the ?financial statements?). In our opi |
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| December 15, 2021 |
Financial Statements and Exhibits, Other Events 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) |
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| December 10, 2021 |
CUSIP No. 48208E108 13D Page 10 of 10 pages Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accur |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Jupiter Wellness Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 48208E108 (CUSIP Number) Jupiter Wellness Sponsor LLC 1061 E. Indiantown Road, Suite 110 Jupiter, Florida 33477 (561) 244- |
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| December 9, 2021 |
Exhibit 1.2 I-Bankers Securities, Inc. 1208 Shady Lane N Keller, Texas 76248 USA December 6, 2021 Jupiter Wellness Acquisition Corp. 1061 E. Indiantown Road, Suite 110 Jupiter, Florida 33477 Attn: Brian S. John, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Jupiter Wellness Acquisition Corp., a Delaware corporation (?Company?), has reques |
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| December 9, 2021 |
Exhibit 1.1 JUPITER WELLNESS ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York December 6, 2021 I-Bankers Securities, Inc. 1208 Shady Lane N Keller, TX 76248 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement with I-Bankers Securities, Inc. (the ?R |
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| December 9, 2021 |
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 6, 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) |
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| December 9, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 6, 2021, is made and entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?) and Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and the other undersigned parties listed under Holders on the signature |
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| December 9, 2021 |
Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of December 6, 2021 by and between Jupiter Wellness Acquisition Corp., a Delaware company with offices at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477 (the ?Company?) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, |
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| December 9, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This Private Placement Units Purchase Agreement (this ?Agreement?) is made as of the 6th day of December, 2021, by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), having its principal place of business at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, Jupiter Wellness Sponsor LLC, a Delaware |
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| December 9, 2021 |
Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUPITER WELLNESS ACQUISITION CORP. December 6, 2021 Jupiter Wellness Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Jupiter Wellness Acquisition Corp.? The original certificate of incorporation of t |
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| December 9, 2021 |
Exhibit 99.2 Jupiter Wellness Acquisition Corp. Completes Upsized $ 138,000,000 Initial Public Offering, Including Full Exercise of Over-Allotment Option New York, NY, December 9, 2021 (GLOBE NEWSWIRE) ? Jupiter Wellness Acquisition Corp. (Nasdaq: JWACU) (the ?Company?) today announced the closing of its upsized initial public offering of 13,800,000 units at a price to the public of $10.00 per uni |
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| December 9, 2021 |
Jupiter Wellness Acquisition Corp. Announces Pricing of Upsized $120 Million Initial Public Offering EX-99.1 15 ex991.htm PRESS RELEASE Exhibit 99.1 Jupiter Wellness Acquisition Corp. Announces Pricing of Upsized $120 Million Initial Public Offering New York, NY, December 6, 2021 (GLOBE NEWSWIRE) – Jupiter Wellness Acquisition Corp. (the “Company”) announced today that it priced its upsized initial public offering of 12,000,000 units at $10.00 per unit. The units are expected to be listed on The |
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| December 9, 2021 |
EX-10.2 12 ex102.htm INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 6, 2021 by and between Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (th |
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| December 9, 2021 |
Representative’s Warrant, dated December 9, 2021. Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFIN |
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| December 9, 2021 |
Exhibit 10.1 December 6, 2021 Jupiter Wellness Acquisition Corp. 1061 E. Indiantown Road, Suite 110 Jupiter, Florida 33477 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation ( |
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| December 8, 2021 |
Jupiter Wellness Acquisition Corp. 12,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-260667 and 261513 $120,000,000 Jupiter Wellness Acquisition Corp. 12,000,000 Units Jupiter Wellness Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more busine |
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| December 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 87-2646504 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identif |
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| December 6, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 6, 2021. As filed with the U.S. Securities and Exchange Commission on December 6, 2021. Registration No. 333-260667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2646504 (State or Other Jurisdiction of Incorpora |
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| December 2, 2021 |
Jupiter Wellness Acquisition Corp. 1061 E. Indiantown Road, Suite 110 Jupiter, Florida 33477 CORRESP 1 filename1.htm Jupiter Wellness Acquisition Corp. 1061 E. Indiantown Road, Suite 110 Jupiter, Florida 33477 December 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Jupiter Wellness Acquisition Corp. Registration Statement on Form S-1 Filed November 1, 2021, as amende |
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| December 2, 2021 |
CORRESP 1 filename1.htm December 2, 2021 VIA EDGAR Mr. Todd Schiffman Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Jupiter Wellness Acquisition Corp. Registration Statement on Form S-1 Filed November 1, 2021, as amended File No. 333-260667 Dear Mr. Schiffman: Pursuant to Rule 461 of the General Rules and Regulations under the S |
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| November 30, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 30, 2021 As filed with the U.S. Securities and Exchange Commission on November 30, 2021 Registration No. 333-260667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2646504 (State or other jurisd |
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| November 12, 2021 |
EX-4.3 7 ex43.htm SPECIMEN RIGHT CERTIFICATE Exhibit 4.3 Form of Right NUMBER RIGHTS R JUPITER WELLNESS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 48208E 116 This Certifies that is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of an common stock, par value US$0.0001 per share, |
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| November 12, 2021 |
Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [ ], 2021, by and between Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi |
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| November 12, 2021 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on For |
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| November 12, 2021 |
EX-14 14 ex14.htm FORM OF CODE OF ETHICS Exhibit 14 CODE OF ETHICS 1. Introduction The Board of Directors of Jupiter Wellness Acquisition Corp. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and profession |
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| November 12, 2021 |
Form of Amended and Restated Certificate of Incorporation* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUPITER WELLNESS ACQUISITION CORP. November , 2021 Jupiter Wellness Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Jupiter Wellness Acquisition Corp.? The original certificate of incorporation of th |
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| November 12, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 12, 2021 As filed with the U.S. Securities and Exchange Commission on November 12, 2021 Registration No. 333- 260667 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2646504 (State or other juris |
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| November 12, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 JUPITER WELLNESS ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [?], 2021 I-Bankers Securities, Inc. 1208 Shady Lane N Keller, TX 76248 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement with I-Bankers Securities, Inc. (the ?Represen |
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| November 12, 2021 |
Form of Audit Committee Charter* Exhibit 99.1 JUPITER WELLNESS ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other fina |
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| November 12, 2021 |
EX-10.3 9 ex103.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, OUR OFFICERS, DIRECTORS AND JUPITER WELLNESS SPONSOR LLC Exhibit 10.3 November , 2021 Jupiter Wellness Acquisition Corp. 1061 E. Indiantown Road, Suite 110 Jupiter, Florida 33477 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agre |
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| November 12, 2021 |
EX-4.1 5 ex41.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 48208E 207 JUPITER WELLNESS ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE RIGHT TO RECEIVE ONE EIGHTH OF ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par val |
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| November 12, 2021 |
Private Placement Units Purchase Agreement between the Registrant and Jupiter Wellness Sponsor LLC* Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This Private Placement Units Purchase Agreement (this ?Agreement?) is made as of the [ ] day of [ ], 2021, by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), having its principal place of business at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, Jupiter Wellness Sponsor LLC, a Delaware limit |
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| November 12, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders* EX-10.5 11 ex105.htm FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November , 2021, is made and entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”) and Jupiter Wellness Sponsor LLC, a Delaware limi |
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| November 12, 2021 |
Exhibit 1.2 I-Bankers Securities, Inc. 1208 Shady Lane N Keller, Texas 76248 USA [?], 2021 Jupiter Wellness Acquisition Corp. 1061 E. Indiantown Road, Suite 110 Jupiter, Florida 33477 Attn: Brian S. John, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Jupiter Wellness Acquisition Corp., a Delaware corporation (?Company?), has requested I-B |
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| November 12, 2021 |
Specimen Class A Common Stock Certificate* Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 48208E 108 JUPITER WELLNESS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF JUPITER WELLNESS ACQUISITION CORP. (THE ?COMPANY?) transferable on the b |
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| November 12, 2021 |
Form of Compensation Committee Charter* Exhibit 99.2 JUPITER WELLNESS ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the ?Committee?) of the Board of Directors of Jupiter Wellness Acquisition Corp., a Delaware corporation (the ?Company?), shall have responsibility for the compensation of the Company?s executive officers, including the Company?s Chief Executive Officer (the ?CEO?), and for incenti |
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| November 1, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 1, 2021 As filed with the U.S. Securities and Exchange Commission on November 1, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Wellness Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2646504 (State or other jurisdiction of incorporation or |
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| November 1, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF JUPITER WELLNESS ACQUISITION CORP. September 14, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Jupiter Wellness Acquisition Corp. (t |
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| November 1, 2021 |
Form of Warrant issuable by the Registrant to the Representative* Exhibit 4.5 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFIN |
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| November 1, 2021 |
Form of Rights Agreement between American Stock Transfer & Trust Company, LLC and the Registrant* EX-4.4 4 ex44.htm FORM OF RIGHTS AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [], 2021 by and between Jupiter Wellness Acquisition Corp., a Delaware company with offices at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477 (the “Company”) and American Stock Transfer & T |
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| November 1, 2021 |
Subscription Agreement between the Registrant and Jupiter Wellness Sponsor LLC* Exhibit 10.1 Jupiter Wellness Acquisition Corp. 1061 E. Indiantown Road, Suite 110 Jupiter, FL 33477 September 20, 2021 Jupiter Wellness Sponsor LLC 1061 E. Indiantown Road, Suite 110 Jupiter, FL 33477 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on September 20, 2021 by and between Jupiter Wellness Sponsor LLC, a Delaware limited lia |
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| November 1, 2021 |
Promissory Note, dated September 20, 2021, issued to Jupiter Wellness Sponsor LLC* Exhibit 10.2 |
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| November 1, 2021 |
Exhibit 3.3 BYLAWS OF JUPITER WELLNESS ACQUISITION CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent |
