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JUPITER WELLNESS ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

10/26/2022 | 08:37am EDT

Item 7.01 Regulation FD Disclosure.

Business Combination Agreement

On October 26, 2022, Jupiter Wellness Acquisition Corp., a blank check, special purpose acquisition company incorporated as a Delaware corporation (the "Company"), issued a press release (the "Press Release") announcing that the Company has entered into a definitive Business Combination Agreement (the "BCA") on October 25, 2022, with Chijet Inc., a Cayman Islands exempted company (together with its subsidiaries, "Chijet"), each of the referenced holders of Chijet's outstanding capital shares (collectively, the "Sellers") and certain other parties formed in connection with the transactions contemplated by the BCA (the "Business Combination"), including Chijet Motor Company, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Chijet ("Pubco"). Chijet indirectly holds controlling interests in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company ("Baoya"), which is a producer and manufacturer of electric vehicles and FAW Jilin Automobile Co., Ltd., a Chinese company ("FAW Jilin"), which manufactures and sells traditional fuel vehicles.

Subject to the terms and conditions of the BCA, Pubco will acquire all of the issued and outstanding shares of Chijet from the Sellers ("Purchased Shares") in exchange for ordinary shares of Pubco and Chijet shall surrender for no consideration its shares in Pubco, such that Chijet becomes a wholly owned subsidiary of Pubco and the Sellers become shareholders of Pubco (the "Share Exchange"). Immediately thereafter, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, as a result of which, (i) the Company shall become a wholly owned subsidiary of Pubco, and (ii) each issued and outstanding security of the Company immediately prior to the consummation of the Business Combination shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco (and with the holders of the Company's publicly traded shares of Class A common stock, par value $0.0001 per share ("Company Class A Common Stock"), that do not redeem their shares also receiving one (1) contingent value right ("CVR," as defined in the BCA) for each share of Company Class A Common Stock held).

Pursuant to the BCA, at the closing, Pubco shall issue and deliver to the Sellers an aggregate number of Pubco ordinary shares (the "Exchange Shares") with an aggregate value equal to One Billion Six Hundred Million U.S. Dollars ($1,600,000,000), with each Pubco ordinary share valued at the redemption price, and with each Seller receiving its pro rata share of the applicable Exchange Shares based on the number of Purchased Shares owned by such Seller, divided by the total number of purchased shares owned by all Sellers. However, the issuance to certain of the Sellers (the "Earnout Participants") of Exchange Shares having a value of Six Hundred and Seventy Four Million U.S. Dollars ($674,000,000), with each of such shares being valued at the redemption price (such Pubco ordinary shares, subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the closing, including to account for any equity securities into which such shares are exchanged or converted, and together with the earnings thereof, the "Earnout Shares"), and each of the Earnout Participants shall have the contingent right to receive a pro rata portion of such Earnout Shares and earnings thereon (such pro rata allocation based on the number of Purchased Shares owned by such Earnout Participant, divided by the total number of Purchased Shares owned by all Earnout Participants) based on Pubco and its subsidiaries achieving certain financial performance metrics over for calendar years 2023, 2024 and 2025 or meeting certain stock price metrics from the closing until 30 trading days after the date on which Pubco files its annual report for the calendar year ended December 31, 2023, 2024 and 2025, respectively with the SEC. To the extent that any such Earnout Shares are not earned, they (along with income thereon) will be redistributed pro rata to the holders of CVRs.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

There can be no assurance that the Business Combination can occur as planned or at all. The Company will file a Current Report on Form 8-K with a detailed description of the BCA, together with a copy of the BCA within four (4) business days of entry into the BCA with the Securities and Exchange Commission (the "SEC"). The information in this Item 7.01 and Exhibit 99.1 attached hereto will 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 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.

Important Information About the Proposed Business Combination and Where to Find It

This Form 8-K relates to a proposed business combination transaction among the parties set forth above referred to above and herein as the Business Combination. A full description of the terms of the Business Combination will be provided in a registration statement on Form F-4 that Pubco intends to file with the SEC that will include a prospectus of Pubco with respect to the securities to be issued in connection with the proposed Business Combination and a proxy statement of the Company with respect to the solicitation proxies for the special meeting of stockholders of the Company to vote on the Business Combination (the "Form F-4"). Each of the Company and Chijet urges its investors, stockholders and other interested persons to read, when available, the preliminary proxy statement/ prospectus as well as other documents filed with the SEC because these documents will contain important information about the Company, Chijet, Pubco and the Business Combination. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement on Form F-4 will be mailed to shareholders of the Company as of a record date to be established for voting on the Business Combination. Once available, Company shareholders and other interested persons will also be able to obtain a copy of the Registration Statement on Form F-4, including the proxy statement/prospectus included therein, and other documents filed with the SEC, without charge, on the SEC's website at www.sec.gov or by directing a request to Jupiter Wellness Acquisition Corp., 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477.

Participants in Solicitation

The Company, Chijet and Pubco, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of the Company's stockholders in respect of the proposed Business Combination. The Company's shareholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers of the Company (and as applicable, Chijet and Pubco) in the Business Combination is set forth in the Company's final prospectus relating to its initial public offering, dated December 6 2021, which was filed with the SEC on December 8, 2021 and in filings with the SEC, including when filed, the Form F-4 and the accompanying proxy statement/prospectus. These documents can be obtained free of charge from the sources specified above and at the SEC's web site at www.sec.gov.

This communication does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors and security holders are urged to read the Form F-4 and accompanying proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed Business Combination.

No Offer or Solicitation

This Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.

Forward-Looking Statements

This Current Report on Form 8-K, exhibits hereto and information incorporated by reference herein, contains certain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Business Combination. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result" and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company's securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the BCA by the stockholders of the Company; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the BCA following the announcement of the entry into the BCA and proposed Business Combination; (v) the ability of the parties to recognize the benefits of the BCA and the Business Combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding the industry and market size of Chijet, Pubco, Baoya or FAW Jilin; (viii) financial condition and performance of Chijet and Pubco, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, potential level of redemptions of the Company's public shareholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Chijet and Pubco; and (ix) and those factors discussed in the Company's and Pubco's filings with the SEC and that will be contained in the registration statement on Form F-4 relating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the "Risk Factors" section of the registration statement and other documents to be filed by the Company or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Pubco, Chijet and the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. None of Pubco, Chijet or the Company gives any assurance that Pubco, Chijet or the Company will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are included as part of this report.

Exhibit No.   Description
99.1            Press Release of the Registrant dated October 26, 2022
104           Cover Page Interactive Data File (the cover page XBRL tags are
              embedded within the inline XBRL document)

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Financials (USD)
Sales 2022 - - -
Net income 2022 -0,18 M - -
Net cash 2022 0,61 M - -
P/E ratio 2022 -870x
Yield 2022 -
Capitalization 191 M 191 M -
EV / Sales 2021 -
EV / Sales 2022 -
Nbr of Employees -
Free-Float 81,0%
Duration : Period :
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