Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 5, 2022, Jupiter Wellness Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of $1,380,000 to Chijet, Inc. ("Payee"), a Cayman Islands exempted company. Payee, entered into a business combination agreement with the Company, among others, on October 25, 2022. The Note is non-interest bearing and payable in cash upon the closing of the Company's initial business combination. In the event that the Company fails to complete an initial business combination prior to the deadline set forth in its governing document, no payment will be due under the Note and the principal balance of this Note will be forgiven.

In connection with the issuance of the Note, on December 5, 2022, the Company deposited an aggregate of $1,380,000 (the "Extension Payment") into the trust account of the Company for its public stockholders, which enables the Company to further extend the period of time it has to consummate its initial business combination by three months from December 8, 2022 to March 8, 2022 (the "Extension"). The Extension is the first of up to two three-month extensions permitted under the Company's governing documents.

A copy of the Note is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 7.01 Regulation FD Disclosure.

On December 6, 2022, the Company issued a press release (the "Press Release") announcing that the Extension Payment had been made.

A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.





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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

10.1            Promissory Note, dated December 5, 2022, issued by Jupiter
              Wellness Acquisition Corp., to Chijet, Inc.
99.1            Press Release, dated December 6, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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