JAQC / Jupiter Acquisition Corporation - SEC-arkivering, Årsberetning, Fuldmagtserklæring

JOINT FILING AGREEMENT

EX-99.3 4 tm245263d7ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

JAQC / Jupiter Acquisition Corporation / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Jupiter Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 482082203** (CUSIP

JAQC / Jupiter Acquisition Corporation / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-jaqc123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Jupiter Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 482082203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm245263d7ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm245263d7ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

US4820821043 / Jupiter Acquisition Corp., Class A / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm245263d7sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Jupiter Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 482082104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement

US4820821043 / Jupiter Acquisition Corp., Class A / CAAS CAPITAL MANAGEMENT LP - CAAS CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Jupiter Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 482082104 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

US4820821043 / Jupiter Acquisition Corp., Class A / Wealthspring Capital LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea192865-13ga1wealthjupiter.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Jupiter Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 482082104 (CUSIP Number) December 31, 2023 (Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39505 jupiter acquisition corporation (Exact name of registrant as speci

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 26, 2023 Jupiter Acquisi

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 26, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (

FILAMENT HEALTH ANNOUNCES TERMINATION OF PROPOSED BUSINESS COMBINATION WITH JUPITER ACQUISITION CORPORATION

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH ANNOUNCES TERMINATION OF PROPOSED BUSINESS COMBINATION WITH JUPITER ACQUISITION CORPORATION NEWS PROVIDED BY Filament Health Corp. 20 Dec,

Jupiter Acquisition Corporation Announces Mutually Agreed Termination of Business Combination Agreement With Filament Health Corp., Cancellation of Special Meeting of Stockholders and Redemption of Public Shares

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) Jupiter Acquisition Corporation Announces Mutually Agreed Termination of Business Combination Agreement With Filament Health Corp., Cancellation of Special

Jupiter Acquisition Corporation Announces Mutually Agreed Termination of Business Combination Agreement With Filament Health Corp., Cancellation of Special Meeting of Stockholders and Redemption of Public Shares

Exhibit 99.1 Jupiter Acquisition Corporation Announces Mutually Agreed Termination of Business Combination Agreement With Filament Health Corp., Cancellation of Special Meeting of Stockholders and Redemption of Public Shares Hobe Sound, FL, December 19, 2023 – Jupiter Acquisition Corporation (NASDAQ:JAQC) (“Jupiter”) today announced the mutually agreed termination of the previously announced busin

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 14, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (

TERMINATION OF BUSINESS COMBINATION AGREEMENT

Exhibit 10.1 Execution Version TERMINATION OF BUSINESS COMBINATION AGREEMENT This Termination of Business Combination Agreement, dated as of December 19, 2023 (this “Termination”), is by and among Jupiter Acquisition Corporation, a Delaware corporation (“Jupiter”), 1427702 B.C. Ltd., a corporation organized under the laws of British Columbia, Canada (“TopCo”), Filament Merger Sub LLC, a Delaware l

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUPITER ACQUISITION CORPORATION December 15, 2023

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUPITER ACQUISITION CORPORATION December 15, 2023 Jupiter Acquisition Corporation, 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 Acquisition Corporation”. The original Certificate of Incorpor

FILAMENT HEALTH ANNOUNCES TERMINATION OF SHAREHOLDER MEETING AND ENGAGEMENT OF DONOHOE ADVISORY FOR COMPLIANCE EXPERTISE

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH ANNOUNCES TERMINATION OF SHAREHOLDER MEETING AND ENGAGEMENT OF DONOHOE ADVISORY FOR COMPLIANCE EXPERTISE Vancouver, British Columbia, Decem

Jupiter Acquisition Corporation Announces Intent to Reconvene and Adjourn its Special Meeting of Stockholders to December 18, 2023

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) Jupiter Acquisition Corporation Announces Intent to Reconvene and Adjourn its Special Meeting of Stockholders to December 18, 2023 Hobe Sound, FL, Dec. 12,

FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to Business Combination Agreement (this “Amendment”) is made effective as of December 5, 2023, by and among Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), 1427702 B.C. Ltd., a British Columbia corporation (“TopCo”), Filament Merger Sub LLC, a Delaware limited liability company and a direct, wholly

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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is the Current Report on Form 8-K filed by Jupiter Acquisition Corp with the U.S. Securities and Exchange Commission on December 12, 2023. Fi

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. )

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

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 5, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction (Commission File Num

FILAMENT HEALTH ANNOUNCES ADJOURNMENT OF SPECIAL MEETING

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH ANNOUNCES ADJOURNMENT OF SPECIAL MEETING Vancouver, British Columbia, December 11, 2023 – Filament Health Corp. (OTCQB:FLHLF) (NEO:FH) (FSE

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. )

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

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. )

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

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. )

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

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. )

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

FILAMENT HEALTH ANNOUNCES SIGNING OF DEFINITIVE AGREEMENT FOR CONVERTIBLE NOTE FINANCING, CLOSING OF C$900,000 NON-BROKERED PRIVATE PLACEMENT FINANCING, FOUNDER-LED NOTE OFFERING AND OTHER UPDATES RELATED TO UPCOMING SPECIAL MEETING AND PROPOSED BUSI

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH ANNOUNCES SIGNING OF DEFINITIVE AGREEMENT FOR CONVERTIBLE NOTE FINANCING, CLOSING OF C$900,000 NON-BROKERED PRIVATE PLACEMENT FINANCING, FO

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. )

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

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 5, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (C

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. )

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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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is a newsletter delivered to the shareholders of Filament Health Corp. (“Filament”) by Filament on November 28, 2023. To Our Shareholders, Fi

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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is a transcript of a video interview of Benjamin Lightburn, Chief Executive Officer of Filament Health Corp., by Steve Darling of Proactive G

FILAMENT HEALTH SIGNS NON-BINDING TERM SHEET FOR CONVERTIBLE NOTE IN CONNECTION WITH PLANNED BUSINESS COMBINATION

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH SIGNS NON-BINDING TERM SHEET FOR CONVERTIBLE NOTE IN CONNECTION WITH PLANNED BUSINESS COMBINATION Vancouver, British Columbia, November 23,

Canadians deserve equitable access to psychedelic-assisted therapy Supporting our veterans requires research and immediate investment to improve the lives of those who served on our behalf and the millions of people suffering from treatable condition

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is an article by Benjamin Lightburn, the Chief Executive Officer of Filament Health Corp. (“Filament”), published on The Hill Times on Novemb

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. )

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

PharmAla Biotech and Filament Health Announce Release of Second Batch of GMP MDMA Capsules Filament Health and PharmAla Biotech also completed shipments to a number of Australian clients

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) PharmAla Biotech and Filament Health Announce Release of Second Batch of GMP MDMA Capsules Filament Health and PharmAla Biotech also completed shipments to

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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is a transcript of an interview with Benjamin Lightburn, Chief Executive Officer of Filament Health Corp., on The Water Tower Research podcas

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-39505 CUSIP NUMBER FORM 12b-25 482082104 482082112 NOTIFICATION OF LATE FILING 482082203 (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, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo

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 September 30, 2023 ☐ TRANSITION REPO

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 September 30, 2023 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: 001-39505 Jupit

FILAMENT HEALTH ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS Vancouver, British Columbia, November 14, 2023 – Filament Health

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. )

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

In crowded field of psychedelic startups, Filament CEO makes case for ‘natural’ drugs

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is an article by Matthew Perrone of The Associated Press, published on November 13, 2023, which was shared by Filament Health Corp. on X (for

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. )

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

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. )

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

Psychedelics Offer A New Mode Of Grief Therapy, But There’s A Catch When it comes to psychedelics and grief, no one is the same.

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) On November 2, 2023, HighTimes.com published the below article, which was shared by Filament Health Corp. on X (formerly known as Twitter) and LinkedIn sho

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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is a transcript of a video interview of Benjamin Lightburn, Chief Executive Officer of Filament Health Corp., by Steve Darling of Proactive G

FILAMENT HEALTH ANNOUNCES HEALTH CANADA AUTHORIZATION FOR PHASE 2 CLINICAL TRIAL STUDYING BOTANICAL PSILOCYBIN FOR OPIOID USE DISORDER Filament-sponsored research will study its botanical psilocybin drug candidate, PEX010

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH ANNOUNCES HEALTH CANADA AUTHORIZATION FOR PHASE 2 CLINICAL TRIAL STUDYING BOTANICAL PSILOCYBIN FOR OPIOID USE DISORDER Filament-sponsored r

$2 Million Private Placement

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is a “Filament News” newsletter distributed by Filament Health Corp. on October 5, 2023: $2 Million Private Placement Last week we announced

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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) On October 4, 2023, the following article was published in Authority Magazine: Driving Disruption: Ben Lightburn Of Filament Health On The Innovative Appro

Filed by 1427702 B.C. Ltd.

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) On October 3, 2023, Filament Health Corp. sent the following email to its investor mailing list announcing participation in an upcoming investor conference

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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) On October 2, 2023, the following article was published on Bloomberg.com. Bloomberg Cocaine Plays? Meet the Companies With an Angle on Hard Drugs By Tiffan

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 2, 2023 Jupiter Acquisiti

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 2, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Co

Corporate Presentation - July 2023 Psychedelic Medicines Naturally Derived October 2023 Investor Presentation Proposed Business Combination with Jupiter Acquisition Corporation Investor Presentation - October 2023 FILAMENT HEALTH Disclaimer This pres

Exhibit 99.1 Corporate Presentation - July 2023 Psychedelic Medicines Naturally Derived October 2023 Investor Presentation Proposed Business Combination with Jupiter Acquisition Corporation Investor Presentation - October 2023 FILAMENT HEALTH Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making t

Corporate Presentation - July 2023 Psychedelic Medicines Naturally Derived October 2023 Investor Presentation Proposed Business Combination with Jupiter Acquisition Corporation Investor Presentation - October 2023 FILAMENT HEALTH Disclaimer This pres

Exhibit 99.1 Corporate Presentation - July 2023 Psychedelic Medicines Naturally Derived October 2023 Investor Presentation Proposed Business Combination with Jupiter Acquisition Corporation Investor Presentation - October 2023 FILAMENT HEALTH Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making t

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 2, 2023 Jupiter Acquisiti

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 2, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Co

FILAMENT HEALTH CORP. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT UNIT OFFERING LED BY NEGEV CAPITAL

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH CORP. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT UNIT OFFERING LED BY NEGEV CAPITAL Vancouver, British Columbia, September 29, 2023 – Filamen

Filament Health Targets Substance Use Disorders with Natural Psychedelics

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is an article published on September 26, 2023 on proactiveinvestors.com: Filament Health Targets Substance Use Disorders with Natural Psyched

US4820821043 / Jupiter Acquisition Corp., Class A / Centiva Capital, LP 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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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is a transcript of a video interview of Benjamin Lightburn, Chief Executive Officer of Filament Health Corp., by Steve Darling of Proactive G

FILAMENT HEALTH ENTERS LICENSING AGREEMENT WITH RESET PHARMA Reset Pharma has licensed Filament’s botanical psilocybin drug candidate for a phase 2 clinical trial studying demoralization syndrome

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH ENTERS LICENSING AGREEMENT WITH RESET PHARMA Reset Pharma has licensed Filament’s botanical psilocybin drug candidate for a phase 2 clinica

Natural Psychedelics Can Help Treat Mental health indications, Says Filament Health

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is an article published on August 28, 2023 by Jon Stojan as contributor content on usatoday.com: Natural Psychedelics Can Help Treat Mental h

Q2 Financial Results

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is a “Filament News” newsletter distributed by Filament Health Corp. on August 24, 2023: Q2 Financial Results Last week we announced our Q2 2

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Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) The following is a transcript of an interview with Benjamin Lightburn, Chief Executive Officer of Filament Health Corp., on The Water Tower Hour podcast, a

FILAMENT HEALTH AND NASDAQ-LISTED SPAC JUPITER ACQUISITION CORP. ANNOUNCE FILING OF SEC REGISTRATION STATEMENT

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH AND NASDAQ-LISTED SPAC JUPITER ACQUISITION CORP. ANNOUNCE FILING OF SEC REGISTRATION STATEMENT Vancouver, British Columbia, August 15, 2023

FILAMENT HEALTH ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS AND REFILES Q1 2023 INTERIM FINANCIAL STATEMENTS AND MD&A

Filed by 1427702 B.C. Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Jupiter Acquisition Corporation (Commission File No. 001-39505) FILAMENT HEALTH ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS AND REFILES Q1 2023 INTERIM FINANCIAL STATEMENTS AND MD&A Vancouver, British Columbia, Augus

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, 2023 ☐ TRANSITION REPORT PU

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, 2023 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: 001-39505 Jupiter Ac

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Filed by Jupiter Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Jupiter Acquisition Corporation (Commission File No.

Sponsor Support Agreement, dated July 18, 2023, among the Company, Jupiter Founders LLC and Filament Health Corp.

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of July 18, 2023, by and among Jupiter Founders LLC, a Delaware limited liability company (“Sponsor”), Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), and Filament Health Corp., a corporation organized under the Laws of British Columbia, Canada (the “Company”). S

Business Combination Agreement, dated July 18, 2023, among the Company, 1427702 B.C. Ltd., Filament Merger Sub LLC and Filament Health Corp.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among JUPITER ACQUISITION CORPORATION, 1427702 B.C. LTD., FILAMENT MERGER SUB LLC and FILAMENT HEALTH CORP. dated as of July 18, 2023 Table of Contents Page Article I CERTAIN DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Other Definitions 22 Section 1.3 Construction 23 Section 1.4 Knowledge 24 Article II TRANSACTIONS; CLOSIN

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): July 18, 2023 Jupiter Acquisition

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): July 18, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Comm

Cor p or ate P re s e ntat ion - J uly 2023 Psychedelic Medic ines Naturally Derived Ju ly 2023 Inve s tor P res e ntati o n Proposed Business Combination with Jupiter Acquisition Corporation F ILAM ENT H EALTH In v e st or P r e s e ntat i o n - Ju

Exhibit 99.1 Cor p or ate P re s e ntat ion - J uly 2023 Psychedelic Medic ines Naturally Derived Ju ly 2023 Inve s tor P res e ntati o n Proposed Business Combination with Jupiter Acquisition Corporation F ILAM ENT H EALTH In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to ass

Sponsor Support Agreement, dated July 18, 2023, by and among Jupiter Founders LLC, Jupiter Acquisition Corporation and Filament Health Corp.

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is dated as of July 18, 2023, by and among Jupiter Founders LLC, a Delaware limited liability company (“Sponsor”), Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), and Filament Health Corp., a corporation organized under the Laws of British Columbia, Canada (the “Company”). S

Business Combination Agreement, dated July 18, 2023, by and among Jupiter Acquisition Corporation, 1427702 B.C. Ltd., Filament Merger Sub LLC and Filament Health Corp.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among JUPITER ACQUISITION CORPORATION, 1427702 B.C. LTD., FILAMENT MERGER SUB LLC and FILAMENT HEALTH CORP. dated as of July 18, 2023 Table of Contents Page Article I CERTAIN DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Other Definitions 22 Section 1.3 Construction 23 Section 1.4 Knowledge 24 Article II TRANSACTIONS; CLOSIN

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): July 18, 2023 Jupiter Acquisition

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): July 18, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Comm

Cor p or ate P re s e ntat ion - J uly 2023 Psychedelic Medic ines Naturally Derived Ju ly 2023 Inve s tor P res e ntati o n Proposed Business Combination with Jupiter Acquisition Corporation F ILAM ENT H EALTH In v e st or P r e s e ntat i o n - Ju

Exhibit 99.1 Cor p or ate P re s e ntat ion - J uly 2023 Psychedelic Medic ines Naturally Derived Ju ly 2023 Inve s tor P res e ntati o n Proposed Business Combination with Jupiter Acquisition Corporation F ILAM ENT H EALTH In v e st or P r e s e ntat i o n - Ju l y 2 0 2 3 2 Disclaimer This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to ass

Form of Shareholder Support Agreement, dated July 18, 2023

Exhibit 10.1 Execution Version Shareholder SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”), dated as of July 18, 2023, is entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), Filament Health Corp., a corporation organized under the Laws of the Province of British Columbia, Canada (the “Company”), and certain of the shareholders of the

Form of Shareholder Support Agreement, dated July 18, 2023

Exhibit 10.1 Execution Version Shareholder SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”), dated as of July 18, 2023, is entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), Filament Health Corp., a corporation organized under the Laws of the Province of British Columbia, Canada (the “Company”), and certain of the shareholders of the

FILAMENT HEALTH CORP. TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH JUPITER ACQUISITION CORPORATION Business combination ascribes Filament US$176 million in equity value representing US$0.85 per Filament share and reflects a pro forma enterpris

Exhibit 99.1 FILAMENT HEALTH CORP. TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH JUPITER ACQUISITION CORPORATION Business combination ascribes Filament US$176 million in equity value representing US$0.85 per Filament share and reflects a pro forma enterprise valuation of approximately US$210 million; combined company to be listed on Nasdaq Transaction expected to accelerate the progression o

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): July 18, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Comm

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): July 18, 2023 Jupiter Acquisition

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): July 18, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Comm

FILAMENT HEALTH CORP. TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH JUPITER ACQUISITION CORPORATION Business combination ascribes Filament US$176 million in equity value representing US$0.85 per Filament share and reflects a pro forma enterpris

Exhibit 99.1 FILAMENT HEALTH CORP. TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH JUPITER ACQUISITION CORPORATION Business combination ascribes Filament US$176 million in equity value representing US$0.85 per Filament share and reflects a pro forma enterprise valuation of approximately US$210 million; combined company to be listed on Nasdaq Transaction expected to accelerate the progression o

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 P

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 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: 001-39505 Jupiter A

Amendment to Investment Management Trust Agreement, dated April 20, 2023, between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as April 20, 2023, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain In

US4820821043 / Jupiter Acquisition Corp., Class A / Jupiter Founders LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* JUPITER ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 482082104 (CUSIP Number) James N. Hauslein c/o Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 (212)

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 18, 2023 Jupiter Acquisitio

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 18, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Com

Amendment to the Amended and Restated Certificate of Incorporation

EX-3.1 2 ea177322ex3-1jupiteracq.htm AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY, DATED APRIL 20, 2023 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUPITER ACQUISITION CORPORATION April 20, 2023 Jupiter Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

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 12, 2023 Jupiter Acquisitio

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 12, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Com

Letter Agreement, dated April 6, 2023, from Brookline Capital Markets, a division of Arcadia Securities, LLC, and Ladenburg Thalmann & Co. Inc. to the Company.

EX-1.1 2 ea177066ex1-1jupiteracq.htm LETTER AGREEMENT, DATED AUGUST 12, 2021, FROM THE UNDERWRITERS TO THE COMPANY Exhibit 1.1 600 Lexington Avenue | 30th Floor New York, New York 10022 CONFIDENTIAL April 6, 2023 (the “Effective Date”) Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 Attention: James N Hauslein With copy to: Greenberg Traurig, P.A., 333 S.E. 2nd Avenue Miami

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 31, 2023 Jupiter Acquisitio

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 31, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Com

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)

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

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)

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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Brian N. Wheaton, Esq. Tel (212) 801-6914 Fax (212) 801-6400 [email protected] March 21, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Victor Rivera Melendez Dorrie Yale Re: Jupiter Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed March 13, 2023 File No. 001-39505 Dear Mr. Rivera Me

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. )

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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: 001-39505 jupiter acquis

US4820821043 / Jupiter Acquisition Corp., Class A / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235349d3sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Jupiter Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 482082104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

JAQC / Jupiter Acquisition Corp / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm235349d3ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm235349d3ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

JOINT FILING AGREEMENT

EX-99.3 4 tm235349d3ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

US4820821043 / Jupiter Acquisition Corp., Class A / CAAS CAPITAL MANAGEMENT LP - CAAS CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 jaqc20923.htm CAAS CAPITAL MANAGEMENT LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Jupiter Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 482082104 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement)

JAQC / Jupiter Acquisition Corp / CAAS CAPITAL MANAGEMENT LP - CAAS CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Jupiter Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 482082203 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

US4820821043 / Jupiter Acquisition Corp., Class A / Centiva Capital, LP Passive Investment

SC 13G/A 1 centiva-jaqc123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Jupiter Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 482082104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

US4820821043 / Jupiter Acquisition Corp., Class A / Wealthspring Capital LLC - SC 13G Passive Investment

Joint Filing Agreement, dated as of February 1, 2023 by and among Wealthspring Capital LLC, Matthew Simpson and David Gallers.

EX-99.1 2 tm234890d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendment

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 9, 2023 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Co

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 September 30, 2022 ☐ TRANSITION REPO

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 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: 001-39505 Jupit

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 PU

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 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: 001-39505 Jupiter Ac

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 5, 2022 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction (Commission File Number)

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 P

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 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: 001-39505 Jupiter A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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: 001-39505 jupiter acquis

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of Jupiter Acquisition Corporation, a Delaware corporation (?we,? ?us,? ?our,? ?the company? or ?our company?), is not intended to be a complete summary of the rights and preferences of such securities and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 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: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Pe

JAQC / Jupiter Acquisition Corp / CAAS CAPITAL MANAGEMENT LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Jupiter Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 482082203** (CUSIP Number) December 31,

JAQC / Jupiter Acquisition Corp / Centiva Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

JAQC / Jupiter Acquisition Corp / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Jupiter Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 482082104 (CUSIP Nu

JAQC / Jupiter Acquisition Corp / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

JAQC / Jupiter Acquisition Corp / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Jupiter Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 482082104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box

JAQC / Jupiter Acquisition Corp / Atalaya Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Jupiter Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 482082203** (CUSIP Number) October 1, 2021*** (Date of Event which Requires Filing of this Statement) Check the appropriate

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 September 30, 2021 ☐ TRANSITION REPO

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 September 30, 2021 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: 001-39505 Jupit

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 15, 2021 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (

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): September 29, 2021 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation)

Jupiter Acquisition Corporation Announces the Separate Trading of Its Class A Common Stock and Warrants Commencing on or About October 1, 2021

Exhibit 99.1 Jupiter Acquisition Corporation Announces the Separate Trading of Its Class A Common Stock and Warrants Commencing on or About October 1, 2021 HOBE SOUND, FL, September 29, 2021 ? Jupiter Acquisition Corporation (NASDAQ: JAQCU) (the ?Company?), today announced that holders of the units sold in the Company?s initial public offering may elect to separately trade the shares of Class A co

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, 2021 ☐ TRANSITION REPORT PU

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, 2021 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: 001-39505 Jupiter Ac

JAQCU / Jupiter Acquisition Corporation Units / K2 PRINCIPAL FUND, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 2 (Rule 13d-102) Under the Securities Exchange Act of 1934 Jupiter Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 482082203** (CUSIP Number) September 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropri

JUPITER ACQUISITION CORPORATION BALANCE SHEET AUGUST 17, 2021

Exhibit 99.1 JUPITER ACQUISITION CORPORATION BALANCE SHEET AUGUST 17, 2021 August 17, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) ASSETS Cash $ 2,254,111 $ — $ 2,254,111 Prepaid expenses and other current assets 26,999 — 26,999 Total current assets 2,281,110 — 2,281,110 Cash held in trust account 150,000,000 7,618,500 157,618,500 Total Assets $ 152,281,110 $ 7,618,500 $ 159,899,

Unregistered Sales of Equity Securities, 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): August 25, 2021 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction of incorporation) (Co

JAQCU / Jupiter Acquisition Corporation Units / D. E. SHAW & CO, L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Jupiter Acquisition Corporation (Name of Issuer) Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Warrant (Title of Class of Securities) 482082203 (CUSIP Number) August 17, 2021 (Date of Event Which Requires Filing of this Sta

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm2126009d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

JOINT FILING AGREEMENT

EX-99.3 4 tm2126009d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Units,

Joint Filing Agreement, dated as of August 27, 2021, among the Reporting Persons.*

Exhibit 6 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

JAQCU / Jupiter Acquisition Corporation Units / K2 PRINCIPAL FUND, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 1 (Rule 13d-102) Under the Securities Exchange Act of 1934 Jupiter Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 482082203** (CUSIP Number) August 23, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

JAQCU / Jupiter Acquisition Corporation Units / Jupiter Founders LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Jupiter Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 482082104 (CUSIP Number) James N. Hauslein c/o Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 212-20

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

JUPITER ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT

EX-99.1 2 ea146240ex99-1jupiteracq.htm AUDITED BALANCE SHEET Exhibit 99.1 JUPITER ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Jupiter Acquisition Corporation Opinion on

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): August 17, 2021 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction (Commission File Numb

Underwriting Agreement, dated August 12, 2021, between the Company and Nomura Securities International, Inc.

Exhibit 1.1 Jupiter ACQUISITION CORPORATION 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement August 12, 2021 1 Plus an option to purchase from the Company up to 2,250,000 additional Units to cover over-allotments. Underwriting Agreement August 12, 2021 Nomura Securities International, Inc. as re

Jupiter Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering

EX-99.1 10 ea146078ex99-1jupiteracq.htm PRESS RELEASE, DATED AUGUST 13, 2021 Exhibit 99.1 Jupiter Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering HOBE SOUND, FL , Aug. 13, 2021 (GLOBE NEWSWIRE) - Jupiter Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 15,000,000 units at $10.00 per unit. The units are expected

Private Placement Unit Subscription Agreement, dated August 12, 2021, among the Company, Nomura Securities International, Inc., Ladenburg Thalmann & Co. Inc. and certain subscribers

EX-10.4 7 ea146078ex10-4jupiteracq.htm PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT, DATED AUGUST 12, 2021, AMONG THE COMPANY, NOMURA SECURITIES INTERNATIONAL, INC., LADENBURG THALMANN & CO. INC. AND CERTAIN SUBSCRIBERS Exhibit 10.4 Execution Version PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 12, 2021, b

Letter Agreement, dated August 12, 2021, among the Company, Jupiter Founders LLC, Nomura Securities International, Inc., Ladenburg Thalmann & Co. Inc., certain securityholders and each of the officers and directors of the Company

Exhibit 10.1 August 12, 2021 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 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”) to be entered into by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), a

Warrant Agreement, dated August 12, 2021, between the Company and Continental Stock Transfer & Trust Company

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 12, 2021, is by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Age

Private Placement Unit Subscription Agreement, dated August 12, 2021, between the Company and Jupiter Founders LLC

Exhibit 10.3 PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 12, 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Jupiter Founders LLC (the “Subscriber”). WHEREAS, the Company has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement

Investment Management Trust Agreement, dated August 12, 2021, between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of August 12, 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on For

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): August 12, 2021 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39505 85-1508739 (State or other jurisdiction (Commission File Numb

Administrative Services Agreement, dated August 12, 2021, between the Company and Hauslein & Company, Inc.

EX-10.6 9 ea146078ex10-6jupiteracq.htm ADMINISTRATIVE SERVICES AGREEMENT, DATED AUGUST 12, 2021, BETWEEN THE COMPANY AND HAUSLEIN & COMPANY, INC Exhibit 10.6 jupiter acquisition corporation 11450 SE Dixie Highway Hobe Sound, FL 33455 August 12, 2021 Hauslein & Company, Inc. 11450 SE Dixie Highway Hobe Sound, FL 33455 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement

Jupiter Acquisition Corporation Announces Closing of $150 Million Initial Public Offering

EX-99.2 11 ea146078ex99-2jupiteracq.htm PRESS RELEASE, DATED AUGUST 17, 2021 Exhibit 99.2 Jupiter Acquisition Corporation Announces Closing of $150 Million Initial Public Offering HOBE SOUND, FL, Aug. 17, 2021 (GLOBE NEWSWIRE) - Jupiter Acquisition Corporation (the “Company”) announced today that it closed its initial public offering of 15,000,000 units. The offering was priced at $10.00 per unit,

Registration Rights Agreement, dated August 12, 2021, among the Company and certain securityholders

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2021, is made and entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), Jupiter Founders LLC, a Delaware limited liability company (the “Sponsor”), Nomura Securities International, Inc. (“Nomura”) and Ladenburg Thalmann & Co. Inc. (“L

JAQCU / Jupiter Acquisition Corporation Units / K2 PRINCIPAL FUND, L.P. Passive Investment

SC 13G 1 13GJAQCU20210816.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Jupiter Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 482082203** (CUSIP Number) August 13, 2021 (Date of Event which Requires Filing of this Statement) Check the

JAQCU / Jupiter Acquisition Corporation Units / Radcliffe Capital Management, L.P. - SC 13G Passive Investment

SC 13G 1 tm2125104d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Jupiter Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Clas

$150,000,000 Jupiter Acquisition Corporation 15,000,000 Units

424B4 1 f424b40821jupiteracq.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-248411 $150,000,000 Jupiter Acquisition Corporation 15,000,000 Units Jupiter Acquisition Corporation 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 combinati

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Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] August 11, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Liz Packebusch Re: Jupiter Acquisition Corporation Amendment No. 5 to Registration Statement on Form S-1 Filed August 6, 2021 File No. 333-248411 Dear Ms. Packebusch: On behalf of

Jupiter acquisition corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455

Jupiter acquisition corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 August 11, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

* * * [Signature Page Follows]

August 11, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

As filed with the Securities and Exchange Commission on August 11, 2021.

As filed with the Securities and Exchange Commission on August 11, 2021. Registration No. 333-248411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 85-1508739 (State or other jurisdiction of

As filed with the Securities and Exchange Commission on August 5, 2021.

As filed with the Securities and Exchange Commission on August 5, 2021. Registration No. 333-248411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 85-1508739 (State or other jurisdiction of

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Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] August 5, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Liz Packebusch Re: Jupiter Acquisition Corporation Amendment No. 4 to Registration Statement on Form S-1 Filed July 26, 2021 File No. 333-248411 Dear Ms. Packebusch: On behalf of Ju

As filed with the Securities and Exchange Commission on July 23, 2021.

S-1/A 1 fs12021a4jupiteracq.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 23, 2021. Registration No. 333-248411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Acquisition Corporation (Exact name of registrant as specified in its charter) Del

Form of Underwriting Agreement*

EX-1.1 2 fs12021a4ex1-1jupiteracq.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 Jupiter ACQUISITION CORPORATION 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement [], 2021 1 Plus an option to purchase from the Company up to 2,250,000 additional Units to cover over-allotments. Underwriting Agreeme

Form of Letter Agreement among the Registrant, Jupiter Founders LLC, Nomura Securities International, Inc., Ladenburg Thalmann & Co. Inc., certain securityholders and each of the officers and directors of the Registrant*

Exhibit 10.1 , 2021 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 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?) to be entered into by and between Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), and Nomura

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant*

EX-4.4 3 fs12021a4ex4-4jupiteracq.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER AND TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust

Second Amended and Restated Promissory Note issued in favor of Jupiter Founders LLC, dated June 30, 2021

Exhibit 10.5 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (THIS ?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, SC

Form of Private Placement Unit Subscription Agreement between the Registrant and Jupiter Founders LLC*

EX-10.7 8 fs12021a4ex10-7jupiteracq.htm FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND JUPITER FOUNDERS LLC Exhibit 10.7 PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of , 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Jupi

Form of Private Placement Unit Subscription Agreement between the Registrant and certain purchasers*

Exhibit 10.8 PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the day of , 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), and the party listed on Schedule I hereto (the ?Subscriber?). WHEREAS, the Company has filed with the Securities and Exchange Commission (?SEC?) a Reg

Form of Registration Rights Agreement between the Registrant and certain securityholders*

Exhibit 10.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), Jupiter Founders LLC, a Delaware limited liability company (the ?Sponsor?), Nomura Securities International, Inc. (?Nomura?) and Ladenburg Thalmann & Co. Inc. (?Ladenburg?

Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Registrant*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fi

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”). WHE

As filed with the Securities and Exchange Commission on May 13, 2021.

S-1/A 1 fs12021a3jupiteracquisition.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 13, 2021. Registration No. 333-248411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Acquisition Corporation (Exact name of registrant as specified in its chart

Amended and Restated Promissory Note issued in favor of Jupiter Founders LLC, dated December 31, 2020

Exhibit 10.10 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “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 AN

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUPITER ACQUISITION CORPORATION September 10, 2020 Jupiter Acquisition Corporation, 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 Acquisition Corporation?. The original certificate of incorporation of the Cor

Consent of John D. White, Jr.*

Exhibit 99.5 Consent of Director Nominee Jupiter Acquisition Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Jupiter Acquisition Corporation (the ?Company?), the undersigned hereby consents to being named and described as a di

Form of Private Placement Unit Subscription Agreement between the Registrant and Jupiter Founders LLC

EX-10.6 5 fs12021a2ex10-6jupiter.htm FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND JUPITER FOUNDERS LLC Exhibit 10.6 PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and

Form of Administrative Services Agreement*

Exhibit 10.11 jupiter acquisition corporation 11450 SE Dixie Highway Hobe Sound, FL 33455 [●], 2021 Hauslein & Company, Inc. 11450 SE Dixie Highway Hobe Sound, FL 33455 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Jupiter Acquisition Corporation (the “Company”), [●] and Hauslein & Company, Inc. (and/or its designee) (“Provider”), dated as of the

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent? and, in its capacity as transfer agent, referred to herein as the ?Transfer Agent?). WHE

Form of Registration Rights Agreement between the Registrant and certain securityholders

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), Jupiter Founders LLC, a Delaware limited liability company (the ?Sponsor?), Nomura Securities International, Inc. (?Nomura?) and Ladenburg Thalmann & Co. Inc. (?Ladenburg?

Form of Letter Agreement among the Registrant, Jupiter Founders LLC, Nomura Securities International, Inc., Ladenburg Thalmann & Co. Inc., certain securityholders and each of the officers and directors of the Registrant

Exhibit 10.1 , 2021 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 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”) to be entered into by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Nomura

Consent of Gaurav Burman*

Exhibit 99.7 Consent of Director Nominee Jupiter Acquisition Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Jupiter Acquisition Corporation (the “Company”), the undersigned hereby consents to being named and described as a di

- AMENDMENT NO. 2 TO THE FORM S-1

As filed with the Securities and Exchange Commission on February 19, 2021. Registration No. 333-248411 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 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 85-1508739 (State or other jurisdiction

Form of Private Placement Unit Subscription Agreement between the Registrant and certain purchasers

Exhibit 10.7 PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and the party listed on Schedule I hereto (the “Subscriber”). WHEREAS, the Company has filed with the Securities and Exchange Commission (“SEC”

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September 10, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

Jupiter acquisition corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455

Jupiter acquisition corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 September 10, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

- FOR REGISTRATION OF CERTAIN CLASSES

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 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 85-1508739 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica

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September 8, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

Jupiter acquisition corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455

Jupiter acquisition corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 September 8, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

Form of Private Placement Unit Subscription Agreement between the Registrant and certain purchasers**

Exhibit 10.8 PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the [?] day of [?], 2020, by and between Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), and the party listed on Schedule I hereto (the ?Subscriber?). WHEREAS, the Company has filed with the Securities and Exchange Commission (?SEC?

Form of Private Placement Unit Subscription Agreement between the Registrant and Jupiter Founders LLC**

Exhibit 10.7 PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2020, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Jupiter Founders LLC (the “Subscriber”). WHEREAS, the Company has filed with the Securities and Exchange Commission (“SEC”) a Registration

Form of Letter Agreement among the Registrant, Jupiter Founders LLC, Nomura Securities International, Inc., Ladenburg Thalmann & Co. Inc., certain securityholders and each of the officers and directors of the Registrant**

Exhibit 10.1 , 2020 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 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?) to be entered into by and between Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), and Nomura

Nominating and Corporate Governance Committee Charter*

Exhibit 99.3 NOMINATING and corporate governance COMMITTEE CHARTER OF jupiter acquisition corporation The responsibilities and powers of the Nominating and Corporate Governance Committee (the ?Nominating Committee?) of the Board of Directors (?Board?) of Jupiter Acquisition Corporation (the ?Company?), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee take

- AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on September 3, 2020. Registration No. 333-248411 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 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 85-1508739 (State or other jurisdiction

Specimen Warrant Certificate*

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW jupiter acquisition corporation Incorporated Under the Laws of the State of Delaware CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warrant(

Audit Committee Charter*

Exhibit 99.1 jupiter acquisition corporation AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of Jupiter Acquisition Corporation (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s accounting p

Form of Code of Ethics*

Exhibit 14 CODE OF ETHICS OF JUPITER ACQUISITION CORPORATION 1. Introduction The Board of Directors (the ?Board?) of Jupiter Acquisition Corporation has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees to: ? promote honest and ethical conduct, including the ethical handling of actu

Compensation Committee Charter*

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF jupiter acquisition corporation I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Jupiter Acquisition Corporation (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its execu

Form of Underwriting Agreement*

Exhibit 1.1 Jupiter ACQUISITION CORPORATION 20,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement [], 2020 1 Plus an option to purchase from the Company up to 3,000,000 additional Units to cover over-allotments. Underwriting Agreement [], 2020 Nomura Securities International, Inc. as representative o

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Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] August 25, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Liz Packebusch Re: Jupiter Acquisition Corporation Draft Registration Statement on Form S-1 Submitted July 24, 2020 CIK No. 0001817868 Dear Ms. Packebusch: On behalf of Jupiter Acq

Form of Administrative Services Agreement

EX-10.12 17 fs12020ex10-12jupiter.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT Exhibit 10.12 jupiter acquisition corporation 11450 SE Dixie Highway Hobe Sound, FL 33455 [●], 2020 [●] [●] 11450 SE Dixie Highway Hobe Sound, FL 33455 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and among Jupiter Acquisition Corporation (the “Company”), [●] and [●] (each, a “Pr

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUPITER ACQUISITION CORPORATION , 2020 Jupiter Acquisition Corporation, 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 Acquisition Corporation?. The original certificate of incorporation of the Corporation was

Founder Shares Subscription Agreement, dated July 7, 2020, between the Registrant and George L. Pita*

Exhibit 10.6 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 July 7, 2020 George L. Pita RE: Subscription Agreement for Founder Shares Dear Mr. George L. Pita: This securities subscription agreement (this ?Agreement?) is entered into as of the date set forth above by and between Mr. George L. Pita (the ?Subscriber? or ?you?) and Jupiter Acquisition Corporation, a Delaware c

Founder Shares Subscription Agreement, dated July 7, 2020, between the Registrant and George L. Pita*

Exhibit 10.5 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 July 7, 2020 William Pate RE: Subscription Agreement for Founder Shares Dear Mr. William Pate: This securities subscription agreement (this “Agreement”) is entered into as of the date set forth above by and between Mr. William Pate (the “Subscriber” or “you”) and Jupiter Acquisition Corporation, a Delaware corpora

Form of Indemnity Agreement*

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2020, by and between Jupiter Acquisition Corporation, 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 with adequate p

Founder Shares Subscription Agreement, dated July 7, 2020, between the Registrant and Robert A. Knox*

Exhibit 10.4 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 July 7, 2020 Robert A. Knox RE: Subscription Agreement for Founder Shares Dear Mr. Robert A. Knox: This securities subscription agreement (this ?Agreement?) is entered into as of the date set forth above by and between Mr. Robert A. Knox (the ?Subscriber? or ?you?) and Jupiter Acquisition Corporation, a Delaware c

Consent of George L. Pita*

Exhibit 99.6 Consent of Director Nominee Jupiter Acquisition Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Jupiter Acquisition Corporation (the ?Company?), the undersigned hereby consents to being named and described as a di

Form of Registration Rights Agreement between the Registrant and certain securityholders

Exhibit 10.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), Jupiter Founders LLC, a Delaware limited liability company (the “Sponsor”), Nomura Securities International, Inc. (“Nomura”), Brookline Capital Markets, a division of Arca

Specimen Unit Certificate*

Exhibit 4.1 Number U- Units CUSIP [?] SEE REVERSE FOR CERTAIN DEFINITIONS Jupiter acquisition corporation UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE 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 value $

Promissory Note issued in favor of Jupiter Founders LLC, dated June 24, 2020

Exhibit 10.11 THIS PROMISSORY NOTE (THIS ?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 MA

Specimen Class A Common Stock Certificate*

Exhibit 4.2 NUMBER SHARES C- CUSIP [?] SEE REVERSE FOR CERTAIN DEFINITIONS jupiter acquisition corporation 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 acquisition corporation (THE ?COMPANY?) transferable on the books of the C

Consent of Robert A. Knox*

Exhibit 99.4 Consent of Director Nominee Jupiter Acquisition Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Jupiter Acquisition Corporation (the “Company”), the undersigned hereby consents to being named and described as a di

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 25, 2020. 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 Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 85-1508739 (State or other jurisdiction of incorporation or organiz

Consent of Louis G. Zachary, Jr.

Exhibit 99.7 Consent of Director Nominee Jupiter Acquisition Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Jupiter Acquisition Corporation (the “Company”), the undersigned hereby consents to being named and described as a di

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF JUPITER Acquisition CorpORATION THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the ?DGCL?), hereby adopts the following Certificate of Incorporation (the ?Certificate?) for such corporation: Ar

Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Registrant*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi

Founder Shares Subscription Agreement, dated July 7, 2020, between the Registrant and Jupiter Founders LLC*

Exhibit 10.3 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 July 7, 2020 Jupiter Founders LLC 11450 SE Dixie Hwy Hobe Sound, FL 33455 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Jupiter Founders LLC (the “Subscriber” or “you”) has made to purchase 5,681,000 shares (“Founder Shares”) of Class B common stock, $0.0001

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2020, is by and between Jupiter Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent? and, in its capacity as transfer agent, referred to herein as the ?Transfer Agent?). WHE

Jupiter Acquisition Corporation Incorporated under the laws of the State of Delaware Dated as of June 17, 2020 TABLE OF CONTENTS

Exhibit 3.3 Jupiter Acquisition Corporation Incorporated under the laws of the State of Delaware BY-LAWS Dated as of June 17, 2020 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1. Registered Office. 1 1.2. Other Offices. 1 1.3. General. 1 ARTICLE II MEETING OF STOCKHOLDERS; STOCKHOLDERS? CONSENT IN LIEU OF MEETING 1 2.1. Annual Meetings. 1 2.2. Special Meetings. 1 2.3. Notice of Meetings. 2 2.4. Re

Consent of William Pate

Exhibit 99.5 Consent of Director Nominee Jupiter Acquisition Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Jupiter Acquisition Corporation (the ?Company?), the undersigned hereby consents to being named and described as a di

Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455

Exhibit 10.4 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 July 7, 2020 Robert A. Knox RE: Subscription Agreement for Founder Shares Dear Mr. Robert A. Knox: This securities subscription agreement (this “Agreement”) is entered into as of the date set forth above by and between Mr. Robert A. Knox (the “Subscriber” or “you”) and Jupiter Acquisition Corporation, a Delaware c

CERTIFICATE OF INCORPORATION OF JUPITER Acquisition CorpORATION

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF JUPITER Acquisition CorpORATION THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such corporation: Ar

Jupiter Acquisition Corporation Incorporated under the laws of the State of Delaware Dated as of June 17, 2020 TABLE OF CONTENTS

Exhibit 3.3 Jupiter Acquisition Corporation Incorporated under the laws of the State of Delaware BY-LAWS Dated as of June 17, 2020 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1. Registered Office. 1 1.2. Other Offices. 1 1.3. General. 1 ARTICLE II MEETING OF STOCKHOLDERS; STOCKHOLDERS’ CONSENT IN LIEU OF MEETING 1 2.1. Annual Meetings. 1 2.2. Special Meetings. 1 2.3. Notice of Meetings. 2 2.4. Re

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As submitted confidentially with the U.S. Securities and Exchange Commission on July 24, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE

PROMISSORY NOTE

EX-10.11 8 filename8.htm Exhibit 10.11 THIS PROMISSORY NOTE (THIS “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, SCOP

Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455

Exhibit 10.6 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 July 7, 2020 George L. Pita RE: Subscription Agreement for Founder Shares Dear Mr. George L. Pita: This securities subscription agreement (this “Agreement”) is entered into as of the date set forth above by and between Mr. George L. Pita (the “Subscriber” or “you”) and Jupiter Acquisition Corporation, a Delaware c

Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455

Exhibit 10.3 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 July 7, 2020 Jupiter Founders LLC 11450 SE Dixie Hwy Hobe Sound, FL 33455 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Jupiter Founders LLC (the “Subscriber” or “you”) has made to purchase 5,681,000 shares (“Founder Shares”) of Class B common stock, $0.0001

Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455

Exhibit 10.5 Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455 July 7, 2020 William Pate RE: Subscription Agreement for Founder Shares Dear Mr. William Pate: This securities subscription agreement (this “Agreement”) is entered into as of the date set forth above by and between Mr. William Pate (the “Subscriber” or “you”) and Jupiter Acquisition Corporation, a Delaware corpora