Item
8.01 Other Events.
On
April 19, 2023, Jupiter Wellness Acquisition Corporation (“JWAC”) issued a press release announcing that its special meeting
of shareholders (the “Meeting”), which was originally scheduled for April 20, 2023, has been postponed to 10:00 a.m. Eastern
Time, on Tuesday, May 2, 2023. At the Meeting, shareholders of JWAC will be asked to vote on proposals to approve, among other things,
its initial business combination with Chijet Inc., a Cayman Islands exempted company (“Chijet”), each of the referenced holders
of Chijet’s outstanding shares (collectively, the “Sellers”), Chijet Motor Company, Inc., a Cayman Islands exempted
company and wholly-owned subsidiary of Chijet (“Pubco”), and Chijet Motor (USA) Company, Inc., a Delaware corporation and
a wholly-owned subsidiary of Pubco (“Merger Sub”), which JWAC previously announced on its Current Report on Form 8-K dated
October 31, 2022, as amended (the “Business Combination”). There is no change to the location, the record date, the purpose
or any of the proposals to be acted upon at the Meeting.
As
a result of this change, the Meeting will now be held at 10:00 a.m. Eastern Time on Tuesday, May 2, 2023, via the live webcast
at https://web.lumiagm.com/285719486.
Also
as a result of this change, JWAC has extended the deadline for holders of JWAC’s common stock to submit their publicly held shares
for redemption in connection with the Business Combination to 5:00 p.m. Eastern Time on Friday, April 28, 2023.
Shareholders
who wish to withdraw their previously submitted redemption requests may do so prior to the Meeting by requesting the Company’s
transfer agent American Stock Transfer & Trust Company to return such shares.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
ADDITIONAL
INFORMATION
Pubco
has submitted with the SEC a Registration Statement on Form F-4 (as amended, the “Registration Statement”), which
was declared effective on March 30, 2023 and included a proxy statement of JWAC and a prospectus of Pubco in connection with the proposed
transactions (the “Transactions”) involving JWAC, Chijet, the Sellers and Merger Sub pursuant to that certain Business
Combination Agreement executed in connection with the Business Combination. The definitive proxy statement and other relevant documents
were mailed to shareholders of JWAC as of a record date of March 8, 2023. SHAREHOLDERS OF JWAC AND OTHER INTERESTED PARTIES ARE URGED
TO READ, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH JWAC’s SOLICITATION OF PROXIES FOR THE SPECIAL MEETING
OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT JWAC, CHIJET,
PUBCO, THE SELLERS AND THE TRANSACTIONS. Shareholders will also be able to obtain copies of the Registration Statement and the proxy
statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to JWAC by
contacting its Chief Executive Officer, Brian John, Jupiter Wellness Acquisition Corp., 1061 E. Indiantown Road, Suite 110, Jupiter,
Florida 33477, at (561) 244-7100.
DISCLAIMER
This
report hereto shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
NO
ASSURANCES
There
can be no assurance that the proposed Transactions will be completed, nor can there be any assurance, if the Transactions are completed,
that the potential benefits of combining the companies will be realized. The description of the Transactions contained herein is only
a summary and is qualified in its entirety by reference to the definitive agreements relating to the Transactions, copies of which have
been filed with the SEC as exhibits to the Registration Statement.
PARTICIPANTS
IN THE SOLICITATION
JWAC,
Chijet and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the
shareholders of JWAC in connection with the Transactions. Information regarding the officers and directors of JWAC is set forth in JWAC’s
annual report on Form 10-K, which was filed with the SEC on December 30, 2022. Additional information regarding the interests of such
potential participants are included in the Registration Statement (and is included in the definitive proxy statement/prospectus for the
Transactions) and other relevant documents filed with the SEC.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
information in this report 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 press release, 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 JWAC’s securities; (ii) the failure to satisfy the conditions to the consummation of the business combination, including the
approval of the business combination agreement by the stockholders of JWAC; (iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the business combination agreement; (iv) the outcome of any legal proceedings that may be
instituted against any of the parties to the business combination agreement following the announcement of the entry into the business
combination agreement and proposed business combination; (v) the ability of the parties to recognize the benefits of the business combination
agreement 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 Chijet’s industry and market size; (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 JWAC’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) those factors discussed in JWAC’s and Pubco’s
filings with the SEC and that will be contained in the registration statement on Form F-4 and the related proxy statement 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 on Form F-4 and related proxy statement and other documents to
be filed by JWAC 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 Chijet, JWAC and Pubco 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 Chijet, JWAC or Pubco gives any assurance that Chijet, JWAC or Pubco will achieve its expectations.
Item
9.01. Financial Statements and Exhibits.
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 Corporation |
| |
|
|
| Date:
April 20, 2023 |
By: |
/s/
Brian John |
| |
Name: |
Brian
John |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
JUPITER WELLNESS ACQUISITION CORP. CLARIFIES PRESS
RELEASE OF APRIL 19, 2023.
Jupiter, FL, April 20, 2023 (GLOBE NEWSWIRE) –
Jupiter Wellness Acquisition Corp. (Nasdaq: JWAC) (“JWAC”) announced today that its special meeting of stockholders (the “Meeting”),
which was originally scheduled for April 20, 2023, has been postponed to 10:00 a.m. Eastern Time, on Tuesday, May 2, 2023. At the
Meeting, stockholders of JWAC will be asked to vote on proposals to approve, among other things, its initial business combination with
Chijet Inc., a Cayman Islands exempted company (“Chijet”), each of the referenced holders of Chijet’s outstanding shares
(collectively, the “Sellers”), Chijet Motor Company, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of
Chijet (“Pubco”), and Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger
Sub”), which JWAC previously announced on its Current Report on Form 8-K dated October 31, 2022, as amended (the “Business
Combination”). There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at the
Meeting.
As a result of this change, the Meeting will now be
held at 10:00 a.m. Eastern Time on Tuesday, May 2, 2023, via the live webcast at https://web.lumiagm.com/285719486.
JWAC has clarified that it has extended the deadline
for the holders of JWAC’s common stock to submit their publicly held shares for redemption in connection with the Business Combination
to 5:00 p.m. Eastern Time on Friday, April 28, 2023. Stockholders who wish to withdraw their previously submitted redemption requests
may do so prior to the Meeting by requesting the Company’s transfer agent American Stock Transfer & Trust Company to return
such shares.
If stockholders have any questions or need assistance
please call JWAC’s proxy solicitor, Advantage Proxy, Inc., 24925 13th Place South, Des Moines, WA 98198; (877) 870-8565 (toll free)
or (206) 870-8565 (collect); or by email at ksmith@advantageproxy.com.
ABOUT JWAC
JWAC is a special purpose acquisition company formed
for the purpose of entering a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business
combination with one or more businesses or entities. JWAC began trading on the Nasdaq in December 2021, and its common stock and rights
are traded under the ticker symbols JWAC and JWACR, respectively.
ABOUT CHIJET
The primary business of Chijet
is the development, manufacture, sales and service of traditional fuel vehicles and electric vehicles. State-of-the-art manufacturing
systems and stable supply chain management enable the company to provide consumers with products of high performance at reasonable prices.
The factory in Yantai, China, will be dedicated to EV production, and the company’s headquarters will be also located at the planned
Yantai factory. Chijet has a management team of industry veterans with decades of experience in engineering and design, management, financing,
industrial production and financial management.
ADDITIONAL INFORMATION
Pubco has submitted with
the SEC a Registration Statement on Form F-4 (as amended, the “Registration Statement”), which was declared effective
on March 30, 2023 and included a proxy statement of JWAC and a prospectus of Pubco in connection with the proposed transactions (the “Transactions”)
involving JWAC, Chijet, the Sellers and Merger Sub pursuant to that certain Business Combination Agreement executed in connection with
the Business Combination. The definitive proxy statement and other relevant documents were being mailed to stockholders of JWAC as of
a record date of March 8, 2023. STOCKHOLDERS OF JWAC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH JWAC’s SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE
TRANSACTIONS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT JWAC, CHIJET, PUBCO, THE SELLERS AND THE TRANSACTIONS. Stockholders
will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on
the SEC’s website at www.sec.gov or by directing a request to JWAC by contacting its Chief Executive Officer, Brian John, Jupiter
Wellness Acquisition Corp., 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, at (561) 244-7100.
DISCLAIMER
This report hereto shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption therefrom.
NO ASSURANCES
There can be no assurance
that the proposed Transactions will be completed, nor can there be any assurance, if the Transactions are completed, that the potential
benefits of combining the companies will be realized. The description of the Transactions contained herein is only a summary and is qualified
in its entirety by reference to the definitive agreements relating to the Transactions, copies of which have been filed with the SEC as
exhibits to the Registration Statement.
PARTICIPANTS IN THE SOLICITATION
JWAC, Chijet and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from the stockholders of JWAC in connection with the Transactions.
Information regarding the officers and directors of JWAC is set forth in JWAC’s annual report on Form 10-K, which was filed with
the SEC on December 30, 2022. Additional information regarding the interests of such potential participants are included in the Registration
Statement (and is included in the definitive proxy statement/prospectus for the Transactions) and other relevant documents filed with
the SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this report 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 press release, 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 JWAC’s securities; (ii) the failure to satisfy the conditions to the consummation
of the business combination, including the approval of the business combination agreement by the stockholders of JWAC; (iii) the occurrence
of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (iv) the outcome
of any legal proceedings that may be instituted against any of the parties to the business combination agreement following the announcement
of the entry into the business combination agreement and proposed business combination; (v) the ability of the parties to recognize the
benefits of the business combination agreement 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 Chijet’s industry and market size; (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 JWAC’s public stockholders, the financial condition,
liquidity, results of operations, the products, the expected future performance and market opportunities of Chijet and Pubco; and (ix)
those factors discussed in JWAC’s and Pubco’s filings with the SEC and that will be contained in the registration statement
on Form F-4 and the related proxy statement 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 on
Form F-4 and related proxy statement and other documents to be filed by JWAC 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 Chijet, JWAC and Pubco 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 Chijet, JWAC or Pubco gives any assurance that Chijet, JWAC or Pubco will
achieve its expectations.
Contact:
Jupiter Wellness Acquisition Corp.
Brian S. John
Chief Executive Officer
1061 E. Indiantown Road, Suite 110
Jupiter, FL 33477
(561) 244-7100