Chijet Motor Company, Inc. entered into a letter of intent to acquire Jupiter Wellness Acquisition Corp. (NasdaqGM:JWAC) from a group of shareholders in a reverse merger transaction on January 28, 2022. Chijet Motor Company, Inc. signed a definitive business combination agreement to acquire Jupiter Wellness Acquisition Corp. from a group of shareholders for $1.5 billion in a reverse merger transaction on October 25, 2022. The business combination attributes an implied enterprise value to Chijet of an aggregate of $1.6 billion. Chijet will receive the number of Jupiter Shares in the share exchange that shall have an aggregate value equal to $1.6 billion, comprising the amount of 152.4 million of Jupiter shares, subject to certain Chijet having an earnout (the “Earnout”) which would adjust downwards the consideration they receive by up to $674 million, by issue of up to 64.2 million shares, based on certain post-Closing financial performance and stock price metrics of Jupiter, and all upon the terms and subject to the conditions. Post-acquisition, Chijet will own approximately 85.9% stake and JWAC's existing stockholders, including Jupiter Wellness Sponsor LLC will own approximately 10.8% stake and I-Bankers and Greentree will own approximately 3.3% stake of combined company. Both Chijet and JWAC will be acquired by a newly-formed holding company named Chijet Motor Company, Inc. (“Pubco”), which is expected to be listed on the Nasdaq Stock Market (“Nasdaq”). Hongwei Mu, Chairman of Chijet, and the existing leadership team will lead the combined company.

The transaction is subject to approval by JWAC stockholders and is subject to other customary closing conditions, including the U.S. Securities and Exchange Commission (“SEC”) declaring Pubco's registration statement effective, Requisite Regulatory Approvals, JWAC shall have consolidated net tangible assets of at least $5,000,001, Charter Amendment, Foreign Private Issuer Status, Nasdaq Listing and the expiration of the applicable HSR Act waiting period. The boards of directors of JWAC and Chijet have unanimously approved the proposed transaction. Jupiter Wellness Acquisition Corp has made the required $1,380,000 payment to the Trust Account and accordingly the period to consummate a business combination has been extended to March 8, 2023, subject to the right to extend for an additional 90 days. As of March 6, 2023, JWAC announced today that the Company intends to extend the period it has to consummate its initial business combination by three months from March 8, 2023, to June 8, 2023. As of March 9, 2023, the special meeting of stockholders of Jupiter Wellness Acquisition to be virtually held on March 29, 2023. As of April 19, 2023, special meeting of shareholders of JWAC, which was originally scheduled for April 20, 2023, has been postponed to May 2, 2023. The transaction has been approved by the stockholders of Jupiter Wellness Acquisition on May 2, 2023. It is currently expected that the transaction will close by the end of the first quarter of 2023, assuming such closing conditions are met. The transaction is expected to close by May 15, 2023. As of May 12, 2023, JWAC has not yet satisfied all necessary closing conditions and does not currently expect the closing to be held by May 15, 2023. As of May 25, 2023, the transaction is still pending as the closing conditions of the Business Combination have not currently been satisfied. Upon completion of the transaction, Chijet currently expects proceeds will be approximately $140.2 million before payment of transaction expenses to be used for the construction of Chijet's Yantai electric vehicle manufacturing base and to fund company operations.

GF Securities (Hong Kong) Brokerage Limited acted as financial advisors to JWAC. Gregory Sichenzia and Arthur Marcus of Sichenzia Ross Ference LLP is serving as legal advisor to JWAC. Barry I. Grossman, Nahal A. Nelli and Matthew A. Gray of Ellenoff Grossman & Schole LLP and Bruce Zhao of Beijing Jincheng Tongda Law Firm are serving as legal advisors to Chijet. American Stock Transfer & Trust Company LLC acted as transfer agent and Advantage Proxy, Inc acted as proxy solicitor to JWAC. JWAC has agreed to pay Proxy Solicitor a fee of $10,000, plus expenses estimate to be $1,500. Maples and Calder (Cayman) LLP acted as legal advisor to Chijet. AlixPartners acted as due diligence provider to JWAC. Stanton Park Advisors LLC acted as financial advisor and fairness opinion provider to JWAC. Stanton Park received a fee of $15,000 for its opinion. JWAC's Board of Directors agreed on a fee of $125,000 to be paid to AlixPartner. I-Bankers Securities, Inc. served as financial advisor to JWAC.