Current Report Filing (8-k)
May 05 2023 - 7:31AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 5, 2023
Jupiter
Wellness Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41126 |
|
87-2646504 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1061
E. Indiantown Road, Suite 110
Jupiter,
Florida |
|
33477 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (561) 244-7100
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
|
|
|
|
Class
A Common Stock, par value $0.0001 per share |
|
JWAC |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Rights,
each exchangeable into one-eighth of one share of Class A Common Stock |
|
JWACR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. OTHER EVENTS
As
reported in Jupiter Wellness Acquisition Corp.’s (the “Company”) Current Report on Form 8-K filed with the Securities
Exchange Commission on May 2, 2023, the Company’s stockholders approved the Company’s business combination with Chijet Inc.,
and its affiliates including Chijet Motor Company Inc. (the “Business Combination”), at its Special Meeting of Stockholders
held on May 2, 2023. Based on these results, the Company is striving to meet all necessary closing conditions as described in the Proxy
Statement/Prospectus, and if successful, the Company hopes to close the Business Combination by May 15, 2023.
Forward-Looking
Statements
This
Current Report on Form 8-K includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both
business and financial, of the Company. These statements are based on the beliefs and assumptions of the management of the Company. Although
the Company believes that their plans, intentions and expectations reflected in or suggested by these forward-looking statements are
reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements
are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements
concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.
These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,”
“projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are
based on projections prepared by, and are the responsibility of, the Company’s management. These forward-looking statements are
not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions
and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. New risk factors that may affect actual results or outcomes emerge
from time to time and it is not possible to predict all such risk factors, nor the Company assess the impact of all such risk factors
on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those
contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance
on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting
on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company prior to the Business Combination,
and the combined company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
JUPITER
WELLNESS ACQUISITION CORP. |
|
|
|
Date:
May 5, 2023 |
By: |
/s/
Brian John |
|
Name: |
Brian
John |
|
Title: |
Chief
Executive Officer |
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