Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On March 6, 2023, Jupiter Wellness Acquisition Corp. (the "Company") issued an
unsecured promissory note (the "Note") in the principal amount of $1,180,000 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.
On March 6, 2023, the Company issued an unsecured promissory note (the "Note")
in the principal amount of $100,000 to Jupiter Wellness Investment Corp (the
"JWIC Note" collectively the JWIC Note and the Note are referred herein as the
"Notes"). Jupiter Wellness Investment Corp. is a wholly owned subsidiary of
Jupiter Wellness, Inc. The Notes are non-interest bearing and payable in cash
upon the earlier of (i) the closing of the Company's initial business
combination; or (ii) the date of liquidation of the Company.
In connection with the issuance of the Notes, on March 6, 2023, 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 March 8, 2023 to June 8, 2023 (the
"Extension"). The Extension is the second of up to two three-month extensions
permitted under the Company's governing documents. The $100,000 balance of the
$1,380,000 was funded by the Company itself out of funds available in its
operating account.
A copy of the Note and JWIC Note are filed as Exhibit 10.1 and 10.2 to this
Current Report on Form 8-K respectively, and 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 Notes.
Item 7.01 Regulation FD Disclosure.
On March 6, 2023, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Promissory Note, dated March 6, 2023, issued by Jupiter Wellness
Acquisition Corp., to Chijet, Inc.
10.2 Promissory Note, dated March 6, 2023, issued by Jupiter Wellness
Acquisition Corp., to Jupiter Wellness Investment Corp.
99.1 Press Release, dated March 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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