Form DEF 14A Jupiter Acquisition Corp For: Dec 14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

Schedule 14A

___________________

Proxy Assertion Pursuant to Part 14(a) of the Securities
Change Act of 1934

(Modification No.            )

Test the suitable field:

JUPITER ACQUISITION CORPORATION
(Title of Registrant as Specified In Its Constitution)

_________________________________________________________________

(Title of Individual(s) Submitting Proxy Assertion, if aside from the Registrant)

Fee of Submitting Payment (Test all containers that apply):

JUPITER ACQUISITION CORPORATION
11450 SE Dixie Hwy, Suite 105
Hobe Sound, FL 33455

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 14, 2023

To the Stockholders of Jupiter Acquisition Company:

You might be cordially invited to attend the particular assembly of stockholders (the “particular assembly”) of Jupiter Acquisition Company (“Firm,” “we,” “us” or “our”) to be held at 12:00 p.m. Jap Time on December 14, 2023 as a digital assembly. The particular assembly will probably be a totally digital assembly of stockholders, which will probably be performed through dwell webcast. It is possible for you to to attend the particular assembly on-line, vote and submit your questions throughout the particular assembly by visiting https://www.cstproxy.com/jupiteracquisitioncorp/ext2023.

Even if you’re planning on attending the particular assembly on-line, please promptly submit your proxy vote by phone, or, in case you acquired a printed type of proxy within the mail, by finishing, relationship, signing and returning the enclosed proxy, so your shares will probably be represented on the particular assembly. Directions on voting your shares are on the proxy supplies you acquired for the particular assembly. Even in case you plan to attend the particular assembly on-line, it’s strongly really helpful you full and return your proxy card earlier than the particular assembly date, to make sure that your shares will probably be represented on the particular assembly if you’re unable to attend.

The accompanying proxy assertion is dated November 21, 2023 and is first being mailed to stockholders on or about that date. The only real goal of the particular assembly is to think about and vote upon the next proposals:

•        Proposal No. 1 — The Constitution Modification Proposal — a proposal to amend our amended and restated certificates of incorporation, as amended up to now (our “constitution”), within the kind set forth as Annex A to the accompanying proxy assertion (the “Constitution Modification”), to increase the date by which we should consummate an preliminary enterprise mixture (the “Extension”) from December 17, 2023 (the “Present Termination Date”) to June 30, 2024 or such earlier date as decided by our board of administrators (the “Board”) (such relevant date, the “Prolonged Date”, and such proposal, the “Constitution Modification Proposal”); and

•        Proposal No. 2 — The Adjournment Proposal — a proposal to direct the chairman of the particular assembly to adjourn the particular assembly to a later date or dates or indefinitely, if needed or handy, to allow additional solicitation and vote of proxies if, primarily based upon the tabulated vote on the time of the particular assembly, there usually are not adequate votes to approve the Constitution Modification Proposal or the Board determines earlier than the particular assembly that it isn’t needed or now not fascinating to proceed with the Constitution Modification Proposal (the “Adjournment Proposal”).

The Constitution Modification Proposal is crucial to the general implementation of the Board’s plan to finish an preliminary enterprise mixture. Every of the Constitution Modification Proposal and the Adjournment Proposal is extra absolutely described within the accompanying proxy assertion. The Adjournment Proposal will solely be offered to our stockholders within the occasion, primarily based upon the tabulated vote on the time of the particular assembly, there usually are not adequate votes to approve the Constitution Modification Proposal or the Board determines earlier than the particular assembly that it isn’t needed or now not fascinating to proceed with the Constitution Modification Proposal. Please take the time to rigorously learn every of the proposals within the accompanying proxy assertion earlier than you vote.

The aim of the Constitution Modification Proposal is to permit us extra time to finish our preliminary enterprise mixture. Our constitution supplies that now we have till the Present Termination Date to finish an preliminary enterprise mixture. As beforehand introduced, on July 18, 2023, we entered right into a enterprise mixture settlement (as could also be amended, supplemented, or in any other case modified on occasion, the “Enterprise Mixture Settlement”) with 1427702 B.C. Ltd., an organization organized underneath the legal guidelines of British Columbia (“TopCo”), Filament Merger Sub LLC, a Delaware restricted legal responsibility firm and a direct, wholly owned subsidiary of TopCo, and Filament Well being Corp., an organization organized underneath the legal guidelines of British Columbia, which supplies for a proposed enterprise mixture by means of a sequence of associated transactions (collectively, the “Proposed Enterprise Mixture”). In reference to the Proposed Enterprise Mixture, TopCo has filed with the U.S. Securities Change Fee (the “SEC”), a registration

assertion on Type F-4 (File No. 333-273972) (as amended or supplemented on occasion, the “Registration Assertion”) in reference to the registration underneath the Securities Act of 1933, as amended, of sure securities to be issued by TopCo pursuant to the Proposed Enterprise Mixture, which features a proxy assertion/prospectus that constitutes (i) a prospectus regarding the provide of such TopCo securities and (ii) a proxy assertion in reference to our solicitation of proxies for the vote to approve the Proposed Enterprise Mixture and different issues as described within the Registration Assertion. On November 13, 2023, the Registration Assertion was declared efficient by the SEC, and we then filed the definitive proxy assertion/prospectus with the SEC and commenced the mailing of the definitive proxy assertion/prospectus and different related paperwork to our stockholders as of November 6, 2023, the file date established for voting on the Proposed Enterprise Mixture. Whereas we at present anticipate closing the Proposed Enterprise Mixture previous to the Present Termination Date, the Board understands that unexpected occasions might come up that may delay the consummation of the Proposed Enterprise Mixture. Due to this fact, out of an abundance of warning, the Board has decided that it’s advisable to amend our constitution to increase the date that now we have to consummate an preliminary enterprise mixture to the Prolonged Date. Within the occasion that we consummate the Proposed Enterprise Mixture previous to the particular assembly or consider that we will consummate the Proposed Enterprise Mixture previous to the Present Termination Date, or the Board in any other case determines to not proceed with the Extension previous to the particular assembly, we is not going to maintain the particular assembly.

Holders of shares of our Class A typical inventory, par worth $0.0001 per share (“Class A typical inventory”), included as a part of the items offered in our preliminary public providing (the “IPO”, such shares, the “public shares”, and such holders, the “public stockholders”) could elect to redeem all or a portion of their shares for his or her professional rata portion of the funds out there within the belief account established for the good thing about the general public stockholders (the “belief account”) in reference to the Constitution Modification Proposal (the “Election”) no matter whether or not such public stockholders vote “FOR” or “AGAINST” the Constitution Modification Proposal, and the Election may also be made by public stockholders who abstain, don’t vote, or don’t instruct their dealer or financial institution methods to vote, on the particular assembly. Public stockholders could make the Election no matter whether or not such public stockholders had been holders as of the file date. We consider that such redemption proper protects the general public stockholders from having to maintain their investments for an unreasonably lengthy interval if we don’t consummate an appropriate preliminary enterprise mixture within the timeframe contemplated by our constitution. As well as, no matter whether or not public stockholders vote “FOR” or “AGAINST” the Constitution Modification Proposal, abstain, don’t vote, or don’t instruct their dealer or financial institution methods to vote, on the particular assembly, if the Constitution Modification Proposal is accredited by the requisite vote of stockholders and the Extension is carried out, the remaining public stockholders will retain their proper to redeem their public shares for his or her professional rata portion of the funds out there within the belief account upon consummation of an preliminary enterprise mixture.

To train your redemption rights with respect to all or a portion of your public shares, you could tender all or such portion of your shares to our switch agent at the least two enterprise days previous to the particular assembly in accordance with the procedures and deadlines described within the accompanying proxy assertion. You might tender your shares by both delivering your inventory certificates(s) representing such shares to our switch agent or by delivering such shares electronically utilizing The Depository Belief Firm’s DWAC (Deposit/Withdrawal At Custodian) system. For those who maintain your shares in road identify, you will want to instruct your financial institution, dealer or different nominee to withdraw the shares out of your account in an effort to train your redemption rights.

We estimate that the per-share professional rata portion of the belief account will probably be roughly $10.37 on the time of the particular assembly, primarily based on the approximate quantity of $15.3 million held within the belief account as of September 30, 2023 (excluding any curiosity withdrawn at such date and never but utilized to our taxes payable and never taking into consideration any additional accrual of curiosity or withdrawal of curiosity to pay our taxes). The closing value of our Class A typical inventory on the Nasdaq Capital Market on November 20, 2023 was $10.40. Accordingly, if the market value had been to stay the identical till the date of the particular assembly, exercising redemption rights would lead to a public stockholder receiving roughly $0.03 much less for every share than if such stockholder offered its public shares within the open market. We can’t guarantee public stockholders that they may be capable of promote their public shares within the open market, even when the market value per share is greater than the redemption value acknowledged above, as there might not be adequate liquidity in our securities when such stockholders want to promote their shares.

On August 16, 2022, the Inflation Discount Act of 2022 (the “IR Act”) was signed into federal regulation. The IR Act supplies for, amongst different issues, a brand new U.S. federal 1% excise tax on sure repurchases (together with redemptions) of inventory by publicly traded U.S. home companies and sure U.S. home subsidiaries of publicly traded overseas companies occurring on or after January 1, 2023. Any redemptions of our public shares on or after January 1, 2023, together with in reference to the Extension, could topic the Firm to fee of such excise tax. We affirm that,

if the Extension is carried out, no curiosity earned on the funds held within the belief account will probably be used to pay for any excise tax due underneath the IR Act in reference to the Extension. See the part of the accompanying proxy assertion entitled “Danger Elements — A brand new 1% U.S. federal excise tax could possibly be imposed on us in reference to redemptions by us of our shares, together with in reference to the Extension” for extra info.

If the Constitution Modification Proposal isn’t accredited (or if such proposal is accredited and the Extension isn’t carried out) and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, or if the Constitution Modification Proposal is accredited and the Extension is carried out however we don’t consummate an preliminary enterprise mixture by the Prolonged Date, in accordance with our constitution, we are going to (i) stop all operations aside from the aim of winding up, (ii) as promptly as moderately doable however no more than ten enterprise days thereafter, redeem the general public shares, at a per-share value, payable in money, equal to the combination quantity then on deposit within the belief account together with curiosity earned on the funds held within the belief account and never beforehand launched to us to pay our taxes (much less as much as $100,000 of curiosity to pay dissolution bills), divided by the variety of then excellent public shares, which redemption will fully extinguish public stockholders’ rights as stockholders (together with the appropriate to obtain additional liquidating distributions, if any), topic to relevant regulation, and (iii) as promptly as moderately doable following such redemption, topic to the approval of our remaining stockholders and the Board, dissolve and liquidate, topic in every case to our obligations underneath Delaware regulation to supply for claims of collectors and the necessities of different relevant regulation. There will probably be no redemption rights or liquidating distributions with respect to our warrants, which can expire nugatory if we don’t full an preliminary enterprise mixture by the Present Termination Date or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date.

Our preliminary stockholders, together with Jupiter Founders LLC (our “sponsor”), sure of the underwriters of the IPO and sure of such underwriters’ staff, and sure of our officers and administrators (along with their permitted transferees, our “preliminary stockholders”), collectively beneficially personal an mixture of three,940,462 shares of Class A typical inventory issued upon conversion of shares of Class B widespread inventory, par worth $0.0001 per share (“founder shares”) and an mixture of 595,237 shares (“non-public shares”) of Class A typical inventory underlying non-public placement items, representing roughly 75.5% of our issued and excellent shares of widespread inventory. Our preliminary stockholders, officers and administrators have agreed to waive their redemption rights in reference to the consummation of an preliminary enterprise mixture or the approval of sure amendments to our constitution, together with with respect to the Constitution Modification Proposal, and to waive their rights to liquidating distributions from the belief account with respect to the founder shares and the non-public shares if we don’t full an preliminary enterprise mixture by the Present Termination Date or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date. As a consequence of such waivers, any liquidating distribution that’s made will probably be solely with respect to the general public shares; nonetheless, such individuals could be entitled to liquidating distributions from the belief account with respect to any public shares they maintain.

The affirmative vote of at the least sixty-five % (65%) of all then excellent shares of our widespread inventory entitled to vote thereon on the particular assembly is required to approve the Constitution Modification Proposal, and the affirmative vote of at the least a majority of the shares of our widespread inventory entitled to vote thereon and current in particular person (by digital attendance) or by proxy on the particular assembly is required to approve the Adjournment Proposal. Approval of the Constitution Modification Proposal is a situation to the implementation of the Extension. However stockholder approval of the Constitution Modification Proposal, the Board will retain the appropriate to desert and never implement the Extension at any time with none additional motion by our stockholders.

The Board has fastened the shut of enterprise on November 6, 2023 because the date for figuring out the stockholders entitled to obtain discover of and vote on the particular assembly and any adjournment thereof. Solely holders of file of shares of our widespread inventory on that date are entitled to have their votes counted on the particular assembly or any adjournment thereof.

You aren’t being requested to vote on the Proposed Enterprise Mixture or every other preliminary enterprise mixture pursuant to the accompanying proxy assertion. If the Extension is carried out and you don’t make the Election to redeem all your public shares in reference to the Extension, you’ll retain the appropriate to vote on the Proposed Enterprise Mixture (or every other preliminary enterprise mixture) when it’s submitted to the general public stockholders (offered that you’re a stockholder on the file date for a gathering to think about such enterprise mixture) and the appropriate to redeem your public shares for a professional rata portion of the belief account within the occasion the Proposed Enterprise Mixture (or every other preliminary enterprise mixture) is accredited and accomplished or now we have not consummated an preliminary enterprise mixture by the Prolonged Date.

After cautious consideration of all related elements, the Board has decided that the Constitution Modification Proposal and, if offered, the Adjournment Proposal, are advisable and unanimously recommends that you simply vote or give instruction to vote “FOR” such proposals.

Beneath Delaware regulation and our bylaws, no different enterprise could also be transacted on the particular assembly.

Enclosed is the proxy assertion containing detailed info regarding the Constitution Modification Proposal, the Adjournment Proposal and the particular assembly. Whether or not or not you intend to attend the particular assembly, we urge you to learn this materials rigorously and vote your shares.

Your vote is vital. If you’re a stockholder of file, please signal, date and return your proxy card as quickly as doable to be sure that your shares are represented on the particular assembly. If you’re a stockholder of file, you might also solid your vote on-line on the particular assembly. In case your shares are held in an account at a brokerage agency or financial institution, you could instruct your dealer or financial institution methods to vote your shares, or you might solid your vote on-line on the particular assembly by acquiring a proxy out of your brokerage agency or financial institution. Your failure to vote could have the identical impact as voting “AGAINST” the Constitution Modification Proposal and, if a sound quorum is in any other case established, no impact on the end result of the vote on the Adjournment Proposal. An abstention, whereas thought-about current for the needs of building a quorum, could have the identical impact as voting “AGAINST” the Constitution Modification Proposal and the Adjournment Proposal. Dealer non-votes, whereas thought-about current for the needs of building a quorum, is not going to depend as votes solid and could have the identical impact as voting “AGAINST” the Constitution Modification Proposal and, if a sound quorum is in any other case established, no impact on the end result of the vote on the Adjournment Proposal.

Essential Discover Concerning the Availability of Proxy Supplies for the Particular Assembly of Stockholders to be held on December 14, 2023: This discover of particular assembly and the accompanying proxy assertion can be found at https://www.cstproxy.com/jupiteracquisitioncorp/ext2023.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES: (1) IF YOU HOLD SUCH PUBLIC SHARES THROUGH UNITS, YOU MUST ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) YOU MUST SUBMIT A WRITTEN REQUEST TO OUR TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON DECEMBER 12, 2023 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING) THAT ALL OR SUCH PORTION OF YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER SUCH PUBLIC SHARES TO OUR TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Jupiter Acquisition Company
11450 SE Dixie Hwy, Suite 105
Hobe Sound, FL 33455

SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 14, 2023

PROXY STATEMENT

The particular assembly of stockholders (the “particular assembly”) of Jupiter Acquisition Company (“Firm,” “we,” “us” or “our”) will probably be held at 12:00 p.m. Jap Time on December 14, 2023 as a digital assembly. The particular assembly will probably be a totally digital assembly of stockholders, which will probably be performed through dwell webcast. It is possible for you to to attend the particular assembly on-line, vote and submit your questions throughout the particular assembly by visiting https://www.cstproxy.com/jupiteracquisitioncorp/ext2023.

Even if you’re planning on attending the particular assembly on-line, please promptly submit your proxy vote by phone, or, in case you acquired a printed type of proxy within the mail, by finishing, relationship, signing and returning the enclosed proxy, so your shares will probably be represented on the particular assembly. Directions on voting your shares are on the proxy supplies you acquired for the particular assembly. Even in case you plan to attend the particular assembly on-line, it’s strongly really helpful you full and return your proxy card earlier than the particular assembly date, to make sure that your shares will probably be represented on the particular assembly if you’re unable to attend.

This proxy assertion is dated November 21, 2023 and is first being mailed to stockholders on or about that date. The only real goal of the particular assembly is to think about and vote upon the next proposals:

•        Proposal No. 1 — The Constitution Modification Proposal — a proposal to amend our amended and restated certificates of incorporation, as amended up to now (our “constitution”), within the kind set forth as Annex A to this proxy assertion (the “Constitution Modification”), to increase the date by which we should consummate an preliminary enterprise mixture (the “Extension”) from December 17, 2023 (the “Present Termination Date”) to June 30, 2024 or such earlier date as decided by our board of administrators (the “Board”) (such relevant date, the “Prolonged Date”, and such proposal, the “Constitution Modification Proposal”); and

•        Proposal No. 2 — The Adjournment Proposal — a proposal to direct the chairman of the particular assembly to adjourn the particular assembly to a later date or dates or indefinitely, if needed or handy, to allow additional solicitation and vote of proxies if, primarily based upon the tabulated vote on the time of the particular assembly, there usually are not adequate votes to approve the Constitution Modification Proposal or the Board determines earlier than the particular assembly that it isn’t needed or now not fascinating to proceed with the Constitution Modification Proposal (the “Adjournment Proposal”).

The Constitution Modification Proposal is crucial to the general implementation of the Board’s plan to finish an preliminary enterprise mixture. The aim of the Constitution Modification Proposal is to permit us extra time to finish our preliminary enterprise mixture. Our constitution supplies that now we have till the Present Termination Date to finish an preliminary enterprise mixture. As beforehand introduced, on July 18, 2023, we entered right into a enterprise mixture settlement (as could also be amended, supplemented, or in any other case modified on occasion, the “Enterprise Mixture Settlement”) with 1427702 B.C. Ltd., an organization organized underneath the legal guidelines of British Columbia (“TopCo”), Filament Merger Sub LLC, a Delaware restricted legal responsibility firm and a direct, wholly owned subsidiary of TopCo (“Merger Sub”), and Filament Well being Corp., an organization organized underneath the legal guidelines of British Columbia (“Filament”), which supplies for a proposed enterprise mixture by means of a sequence of associated transactions (collectively, the “Proposed Enterprise Mixture”). In reference to the Proposed Enterprise Mixture, TopCo has filed with the U.S. Securities Change Fee (the “SEC”), a registration assertion on Type F-4 (File No. 333-273972) (as amended or supplemented on occasion, the “Registration Assertion”) in reference to the registration underneath the Securities Act of 1933, as amended (the “Securities Act”), of sure securities to be issued by TopCo pursuant to the Proposed Enterprise Mixture, which features a proxy assertion/prospectus that constitutes (i) a prospectus regarding the provide of such TopCo securities and (ii) a proxy assertion in reference to our solicitation of proxies for the vote to approve the Proposed Enterprise Mixture and different issues as described within the Registration Assertion. On November 13, 2023, the Registration Assertion was declared efficient by the SEC, and we then filed the definitive proxy assertion/prospectus with the SEC and commenced the mailing of the definitive proxy assertion/prospectus and different related paperwork to our stockholders as of November 6, 2023,

the file date established for voting on the Proposed Enterprise Mixture. Whereas we at present anticipate closing the Proposed Enterprise Mixture previous to the Present Termination Date, the Board understands that unexpected occasions might come up that may delay the consummation of the Proposed Enterprise Mixture. Due to this fact, out of an abundance of warning, the Board has decided that it’s advisable to increase the date that now we have to consummate an preliminary enterprise mixture to the Prolonged Date. Within the occasion that we consummate the Proposed Enterprise Mixture previous to the particular assembly or consider that we will consummate the Proposed Enterprise Mixture previous to the Present Termination Date, or the Board in any other case determines to not proceed with the Extension previous to the particular assembly, we is not going to maintain the particular assembly.

Holders of shares of our Class A typical inventory, par worth $0.0001 per share (“Class A typical inventory”), included as a part of the items offered in our preliminary public providing (the “IPO”, such shares, the “public shares”, and such holders, the “public stockholders”) could elect to redeem all or a portion of their shares for his or her professional rata portion of the funds out there within the belief account established for the good thing about the general public stockholders (the “belief account”) in reference to the Constitution Modification Proposal (the “Election”) no matter whether or not such public stockholders vote “FOR” or “AGAINST” the Constitution Modification Proposal, and the Election may also be made by public stockholders who abstain, don’t vote, or don’t instruct their dealer or financial institution methods to vote, on the particular assembly. Public stockholders could make the Election no matter whether or not such public stockholders had been holders as of the file date. We consider that such redemption proper protects the general public stockholders from having to maintain their investments for an unreasonably lengthy interval if we don’t consummate an appropriate preliminary enterprise mixture within the timeframe contemplated by our constitution. As well as, no matter whether or not public stockholders vote “FOR” or “AGAINST” the Constitution Modification Proposal, abstain, don’t vote, or don’t instruct their dealer or financial institution methods to vote, on the particular assembly, if the Constitution Modification Proposal is accredited by the requisite vote of stockholders and the Extension is carried out, the remaining public stockholders will retain their proper to redeem their public shares for his or her professional rata portion of the funds out there within the belief account upon consummation of an preliminary enterprise mixture.

If the Constitution Modification Proposal is accredited and the Extension is carried out, the elimination of the Withdrawal Quantity (as outlined under) from the belief account in reference to the Election will cut back our web asset worth and the quantity held within the belief account following the redemption, and the quantity remaining within the belief account could also be considerably diminished from the roughly $15.3 million that was within the belief account as of September 30, 2023. In such occasion, we could have to get hold of extra funds to finish an preliminary enterprise mixture and there might be no assurance that such funds will probably be out there on phrases acceptable to us or in any respect.

On August 16, 2022, the Inflation Discount Act of 2022 (the “IR Act”) was signed into federal regulation. The IR Act supplies for, amongst different issues, a brand new U.S. federal 1% excise tax on sure repurchases (together with redemptions) of inventory by publicly traded U.S. home companies and sure U.S. home subsidiaries of publicly traded overseas companies occurring on or after January 1, 2023. Any redemptions of our public shares on or after January 1, 2023, together with in reference to the Extension, could topic the Firm to fee of such excise tax. We affirm that, if the Extension is carried out, no curiosity earned on the funds held within the belief account will probably be used to pay for any excise tax due underneath the IR Act in reference to the Extension. See the part of this proxy assertion entitled “Danger Elements — A brand new 1% U.S. federal excise tax could possibly be imposed on us in reference to redemptions by us of our shares, together with in reference to the Extension” for extra info.

If the Constitution Modification Proposal isn’t accredited (or if such proposal is accredited and the Extension isn’t carried out) and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, or if the Constitution Modification Proposal is accredited and the Extension is carried out however we don’t consummate an preliminary enterprise mixture by the Prolonged Date, in accordance with our constitution, we are going to (i) stop all operations aside from the aim of winding up, (ii) as promptly as moderately doable however no more than ten enterprise days thereafter, redeem the general public shares, at a per-share value, payable in money, equal to the combination quantity then on deposit within the belief account together with curiosity earned on the funds held within the belief account and never beforehand launched to us to pay our taxes (much less as much as $100,000 of curiosity to pay dissolution bills), divided by the variety of then excellent public shares, which redemption will fully extinguish public stockholders’ rights as stockholders (together with the appropriate to obtain additional liquidating distributions, if any), topic to relevant regulation, and (iii) as promptly as moderately doable following such redemption, topic to the approval of our remaining stockholders and the Board, dissolve and liquidate, topic in every case to our obligations underneath Delaware regulation to supply for claims of collectors and the necessities of different relevant regulation. There will probably be no redemption rights or liquidating distributions with respect to our warrants, which can expire nugatory if we don’t full an preliminary enterprise mixture by the Present Termination Date or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date.

Our preliminary stockholders, together with Jupiter Founders LLC (our “sponsor”), sure of the underwriters of the IPO and sure of such underwriters’ staff, and sure of our officers and administrators (along with their permitted transferees, our “preliminary stockholders”), collectively beneficially personal an mixture of three,940,462 shares of Class A typical inventory issued upon conversion of shares of Class B widespread inventory, par worth $0.0001 per share (“founder shares”) and an mixture of 595,237 shares (“non-public shares”) of Class A typical inventory underlying non-public placement items, representing roughly 75.5% of our issued and excellent shares of widespread inventory. Our preliminary stockholders, officers and administrators have agreed to waive their redemption rights in reference to the consummation of an preliminary enterprise mixture or the approval of sure amendments to our constitution, together with with respect to the Constitution Modification Proposal, and to waive their rights to liquidating distributions from the belief account with respect to the founder shares and the non-public shares if we don’t full an preliminary enterprise mixture by the Present Termination Date or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date. As a consequence of such waivers, any liquidating distribution that’s made will probably be solely with respect to the general public shares; nonetheless, such individuals could be entitled to liquidating distributions from the belief account with respect to any public shares they maintain.

To guard quantities held within the belief account, our sponsor has agreed that it is going to be liable to us if and to the extent any claims by a 3rd get together for companies rendered or merchandise offered to us, or a potential goal enterprise with which now we have entered right into a written letter of intent, confidentiality or related settlement or enterprise mixture settlement, cut back the quantity of funds within the belief account to under the lesser of (i) $10.00 per public share and (ii) the precise quantity per public share held within the belief account as of the date of the liquidation of the belief account, if lower than $10.00 per public share resulting from reductions within the worth of the belief property, much less taxes payable, offered that such legal responsibility is not going to apply to any claims by a 3rd get together or potential goal enterprise who executed a waiver of any and all rights to the monies held within the belief account (whether or not or not such waiver is enforceable) nor will it apply to any claims underneath our indemnity of the underwriters of the IPO towards sure liabilities, together with liabilities underneath the Securities Act. Nevertheless, now we have not requested our sponsor to order for such indemnification obligations, nor have we independently verified whether or not our sponsor has adequate funds to fulfill its indemnity obligations and we consider that our sponsor’s solely property are our securities. Due to this fact, we can’t guarantee you that our sponsor would be capable of fulfill these obligations. The per-share liquidation value for the general public shares is anticipated to be roughly $10.37 primarily based on the approximate quantity of $15.3 million held within the belief account as of September 30, 2023 (excluding any curiosity withdrawn at such date and never but utilized to our taxes payable and never taking into consideration any additional accrual of curiosity or withdrawal of curiosity to pay our taxes). However, we can’t guarantee you that the per share distribution from the belief account, if we liquidate, is not going to be lower than $10.00, plus curiosity, resulting from unexpected claims of potential collectors.

Beneath the Delaware Basic Company Regulation (the “DGCL”), stockholders could also be held responsible for claims by third events towards an organization to the extent of distributions acquired by them in a dissolution. The professional rata portion of our belief account distributed to the general public stockholders upon the redemption of the general public shares within the occasion we don’t full an preliminary enterprise mixture throughout the required time interval could also be thought-about a liquidating distribution underneath Delaware regulation. If the company complies with sure procedures set forth in Part 280 of the DGCL meant to make sure that it makes cheap provision for all claims towards it, together with a 60-day discover interval throughout which any third-party claims might be introduced towards the company, a 90-day interval throughout which the company could reject any claims introduced, and an extra 150-day ready interval earlier than any liquidating distributions are made to stockholders, any legal responsibility of stockholders with respect to a liquidating distribution is restricted to the lesser of such stockholder’s professional rata share of the declare or the quantity distributed to the stockholder, and any legal responsibility of the stockholder could be barred after the third anniversary of the dissolution.

Nevertheless, as a result of we is not going to be complying with Part 280 of the DGCL, Part 281(b) of the DGCL requires us to undertake a plan, primarily based on information identified to us at such time that can present for our fee of all present and pending claims or claims which may be doubtlessly introduced towards us throughout the subsequent ten years. Nevertheless, as a result of we’re a clean test firm, somewhat than an working firm, and our operations have been restricted to looking for potential goal companies to accumulate, the one possible claims to come up could be from our distributors (equivalent to legal professionals, funding bankers, and so forth.) or potential goal companies, equivalent to Filament.

The affirmative vote of at the least sixty-five % (65%) of all then excellent shares of our widespread inventory entitled to vote thereon on the particular assembly is required to approve the Constitution Modification Proposal, and the affirmative vote of at the least a majority of the shares of our widespread inventory entitled to vote thereon and current in particular person (by digital attendance) or by proxy on the particular assembly is required to approve the Adjournment Proposal. Approval of

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Solutions are solely summaries of the issues they focus on. They don’t include the entire info which may be vital to you. It is best to rigorously learn the whole doc, together with the Constitution Modification set forth as Annex A to this proxy assertion.

FORWARD-LOOKING STATEMENTS

This proxy assertion and the paperwork to which we refer you on this proxy assertion include “ahead-looking statements” as that time period is outlined by the Non-public Securities Litigation Reform Act of 1995 and the federal securities legal guidelines. Any statements that don’t relate to historic or present information or issues are ahead-looking statements. You possibly can establish a few of the ahead-looking statements by way of ahead-looking phrases equivalent to “anticipate,” “consider,” “plan,” “estimate,” “anticipate,” “intend,” “ought to,” “could” and different related expressions, though not all ahead-looking statements include these figuring out phrases. There might be no assurance that precise outcomes is not going to materially differ from expectations. Such statements embody, however usually are not restricted to, any statements regarding our means to consummate an preliminary enterprise mixture and every other statements that aren’t statements of present or historic information. These ahead-looking statements are primarily based on info out there to us as of the date of the proxy supplies and present expectations, forecasts and assumptions and contain quite a few dangers and uncertainties. Accordingly, ahead-looking statements shouldn’t be relied upon as representing our views as of any subsequent date and we undertake no obligation to replace ahead-looking statements to replicate occasions or circumstances after the date they had been made.

These ahead-looking statements contain quite a few identified and unknown dangers and uncertainties or different assumptions which will trigger precise outcomes or efficiency to be materially completely different from these expressed or implied by these ahead-looking statements. Some elements that might trigger precise outcomes to vary embody:

•        our means to impact the Extension or consummate an preliminary enterprise mixture, together with the Proposed Enterprise Mixture;

•        the volatility of the market value and liquidity of our securities;

•        unanticipated delays within the distribution of the funds from the belief account;

•        claims by third events towards the belief account;

•        our means to keep up the itemizing of our securities on The Nasdaq Inventory Market LLC (“Nasdaq”) or one other nationwide securities trade previous to or following an preliminary enterprise mixture;

•        our means to finance and consummate an preliminary enterprise mixture; or

•        adjustments in SEC guidelines associated to particular goal acquisition corporations (“SPACs”).

It is best to rigorously take into account these dangers, along with these elements described underneath the heading “Danger Elements” and elsewhere on this proxy assertion, and the danger elements set forth in our different filings with the SEC, together with the ultimate prospectus for the IPO, our Annual Report on Type 10-Ok for the fiscal yr ended December 31, 2022 filed with the SEC on March 10, 2023 and any subsequently filed Quarterly Studies on Type 10-Q, and the Registration Assertion. The paperwork we file with the SEC, together with these referred to above, additionally focus on a few of the dangers that might trigger precise outcomes to vary from these contained or implied within the ahead-looking statements. See the part of this proxy assertion entitled “The place You Can Discover Extra Info” for added details about our filings.

RISK FACTORS

It is best to take into account rigorously the entire dangers described within the last prospectus for the IPO, our Annual Report on Type 10-Ok for the fiscal yr ended December 31, 2022 filed with the SEC on March 10, 2023 and any subsequently filed Quarterly Studies on Type 10-Q, the Registration Assertion and within the different stories we file with the SEC earlier than making a call to put money into our securities. Moreover, if any of the next occasions happen, our enterprise, monetary situation and working outcomes could also be materially adversely affected or we might face liquidation. In that occasion, the buying and selling value of our securities might decline, and you could possibly lose all or a part of your funding. The dangers and uncertainties described within the aforementioned filings and under usually are not the one ones we face. Further dangers and uncertainties that we’re unaware of, or that we at present consider usually are not materials, may change into vital elements that adversely have an effect on our enterprise, monetary situation and working outcomes or lead to our liquidation.

There aren’t any assurances that the Extension will allow us to finish an preliminary enterprise mixture.

Approving the Constitution Modification Proposal entails quite a few dangers. Even when such proposal is accredited and the Extension is carried out, we will present no assurances that an preliminary enterprise mixture will probably be consummated previous to the Prolonged Date. Our means to consummate any enterprise mixture, together with the Proposed Enterprise Mixture, depends on a wide range of elements, a lot of that are past our management. If the Constitution Modification Proposal is accredited and the Extension is carried out, we anticipate to hunt stockholder approval of the Proposed Enterprise Mixture (or one other preliminary enterprise mixture). We’re required to supply the general public stockholders the chance to redeem their public shares in reference to the approval of sure amendments to our constitution, together with with respect to the Constitution Modification Proposal, and we will probably be required to supply the general public stockholders redemption rights once more in reference to any stockholder vote to approve the Proposed Enterprise Mixture (or one other preliminary enterprise mixture). Even when the Constitution Modification Proposal is accredited and the Extension is carried out, or if the Proposed Enterprise Mixture (or one other preliminary enterprise mixture) is accredited by our stockholders, it’s doable that redemptions will go away us with inadequate money to consummate an preliminary enterprise mixture on commercially acceptable phrases, or in any respect. This threat is magnified as a result of we paid roughly $145.2 million out of the belief account to stockholders that redeemed their public shares in reference to the First Extension. The truth that we could have separate redemption durations in connection the approval of sure amendments to our constitution, together with with respect to the Constitution Modification Proposal, and an preliminary enterprise mixture vote might exacerbate these dangers. Aside from in reference to a redemption provide or liquidation, our stockholders could also be unable to recuperate their funding besides by means of gross sales of our shares on the open market. The value of our shares could also be unstable, and there might be no assurance that stockholders will be capable of get rid of their shares at favorable costs, or in any respect.

The flexibility of the general public stockholders to train redemption rights with respect to a lot of public shares if the Constitution Modification Proposal is accredited and the Extension is carried out, and the finished redemptions of public shares in reference to the First Extension, could adversely have an effect on the liquidity of our securities.

Pursuant to our constitution, every public stockholder could search to redeem all or a portion of such stockholder’s public shares for its professional rata portion of the funds out there within the belief account, together with curiosity earned on the funds held within the belief account and never beforehand launched to us (much less taxes payable), in reference to the approval of the Constitution Modification Proposal and implementation of the Extension. The flexibility of the general public stockholders to train such redemption rights with respect to a lot of public shares could adversely have an effect on the liquidity of our securities. This threat is magnified as a result of we paid roughly $145.2 million out of the belief account to stockholders that redeemed their public shares in reference to the First Extension. Because of this, if the Constitution Modification Proposal is accredited and the Extension is carried out, you might be unable to promote your public shares even when the per-share market value is greater than the per-share redemption value paid to public stockholders that elected to redeem their public shares in reference to the approval of the Constitution Modification Proposal and implementation of the Extension.

Since our preliminary stockholders, officers and administrators will lose their complete funding in us if our preliminary enterprise mixture isn’t accomplished, the Board could have a battle of curiosity in making their advice that you simply vote in favor of the Constitution Modification Proposal.

On July 7, 2020, we issued an mixture of 5,750,000 founder shares to our sponsor and our unbiased administrators for an mixture value of $25,000, or roughly $0.004 per share. On July 23, 2021, our sponsor forfeited 1,437,500 founder shares, leading to an mixture of 4,312,500 founder shares excellent. Our sponsor transferred

to sure of the underwriters of the IPO and sure of such underwriters’ staff an mixture of 240,001 founder shares on the authentic buy value. On August 25, 2021, in reference to the underwriters’ election to partially train their over-allotment possibility and the forfeiture of the remaining portion of such over-allotment possibility, an mixture of 372,038 founder shares had been forfeited to us without charge, and three,940,462 founder shares stay excellent. As well as, our sponsor and sure of the underwriters of the IPO and sure of such underwriters’ staff bought an mixture of 595,237 non-public placement items at a value of $10.00 per unit for an mixture buy value of $5,952,370. On April 20, 2023, in reference to the implementation of the First Extension and pursuant to the Class B Conversion, the founder shares had been transformed from shares of our Class B widespread inventory to shares of our Class A typical inventory on a one-for-one foundation in accordance with our constitution. However the Class B Conversion, the holders of founder shares is not going to be entitled to obtain any funds held within the belief account with respect to any such transformed shares.

As described above, our preliminary stockholders, officers, administrators and their associates collectively beneficially personal an mixture of three,940,462 founder shares and 595,237 non-public shares, representing roughly 75.5% of our issued and excellent shares of widespread inventory, all of which shares are anticipated to be voted in favor of the proposals set forth on this proxy assertion. As such possession represents better than the variety of shares of our widespread inventory required to approve the Constitution Modification Proposal, we don’t anticipate to want any of the general public shares to be voted in favor of the Constitution Modification Proposal for such proposal to be accredited.

Our preliminary stockholders, officers and administrators have agreed to waive their redemption rights in reference to the consummation of an preliminary enterprise mixture or the approval of sure amendments to our constitution, together with with respect to the Constitution Modification Proposal, and to waive their rights to liquidating distributions from the belief account with respect to the founder shares and the non-public shares if we don’t full an preliminary enterprise mixture by the Present Termination Date or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date. The founder shares and the non-public shares will subsequently be nugatory if we don’t full an preliminary enterprise mixture; nonetheless, such individuals could be entitled to liquidating distributions from the belief account with respect to any public shares they maintain. There will probably be no redemption rights or liquidating distributions with respect to the non-public warrants underlying the non-public placement items, which can expire nugatory if we don’t full an preliminary enterprise mixture.

These pursuits, amongst others, could affect our administrators in making their advice that you simply vote in favor of the Constitution Modification Proposal. See the part of this proxy assertion entitled “Proposal No. 1 — The Constitution Modification Proposal — Pursuits of Our Preliminary Stockholders, Administrators and Officers.”

Since our anchor buyers will purchase founder shares from our sponsor upon consummation of our preliminary enterprise mixture, a battle of curiosity could come up in reference to the approval of the Constitution Modification Proposal.

In reference to the closing of the IPO, sure certified institutional consumers or institutional accredited buyers that aren’t affiliated with us, our sponsor, our administrators or any member of our administration workforce (“anchor buyers”) acquired an financial curiosity in 100,000 founder shares (or an mixture of 900,000 founder shares) for a nominal quantity, which our sponsor will distribute to our anchor buyers after the completion of an preliminary enterprise mixture. Accordingly, our anchor buyers will share in any appreciation within the worth of the founder shares above that nominal quantity, offered that we efficiently full a enterprise mixture. Furthermore, as our anchor buyers bought 13,365,000 items within the IPO for a purchase order value of $10.00 per unit and paid roughly $0.004 per share for his or her pursuits within the founder shares, and assuming every warrant has no worth and with out taking into consideration any liquidity low cost on the founder shares, our anchor buyers paid an efficient value of roughly $9.37 per share acquired, as in comparison with the $10.00 per share paid by the opposite public stockholders within the IPO. Because of this, our anchor buyers could have an incentive to vote any public shares they personal in favor of the Constitution Modification Proposal. Nevertheless, we’re not conscious of any preparations or understandings amongst our anchor buyers with regard to voting, together with voting with respect to the Constitution Modification Proposal.

If we’re not in compliance with Nasdaq’s continued itemizing necessities, Nasdaq could delist our securities from buying and selling on its trade, which might restrict buyers’ means to make transactions in our securities and topic us to extra buying and selling restrictions.

Our securities are at present listed on Nasdaq, a nationwide securities trade. We can’t guarantee you that our securities will proceed to be listed on Nasdaq sooner or later previous to an preliminary enterprise mixture, together with following any stockholder redemptions in reference to sure amendments to our constitution, such because the Constitution Modification

Proposal. If the general public stockholders train redemption rights with respect to a lot of public shares in reference to the approval of the Constitution Modification Proposal and implementation of the Extension, our securities could now not meet Nasdaq’s continued itemizing necessities and Nasdaq could delist our securities from buying and selling on its trade.

We anticipate that if our Class A typical inventory fails to satisfy Nasdaq’s continued itemizing necessities, our items and warrants can even fail to satisfy Nasdaq’s continued itemizing necessities for these securities. We can’t guarantee you that any of our Class A typical inventory, items or warrants will be capable of meet any of Nasdaq’s continued itemizing necessities following any stockholder redemptions of public shares in reference to the approval of the Constitution Modification Proposal and implementation of the Extension. If Nasdaq delists any of our securities from buying and selling on its trade and we’re not in a position to listing such securities on one other nationwide securities trade, we anticipate such securities could possibly be quoted on an over-the-counter market. Nevertheless, if this had been to happen, we might face important materials hostile penalties, together with:

•        a restricted availability of market quotations for our securities;

•        diminished liquidity with respect to our securities;

•        a willpower that our shares of Class A typical inventory are “penny inventory” which would require brokers buying and selling in our shares of Class A typical inventory to stick to extra stringent guidelines, probably leading to a diminished degree of buying and selling exercise within the secondary buying and selling marketplace for our shares of Class A typical inventory;

•        a restricted quantity of stories and analyst protection for our firm; and

•        a decreased means to concern extra securities or get hold of extra financing sooner or later.

The Nationwide Securities Markets Enchancment Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of sure securities, that are known as “coated securities.” As a result of our items, Class A typical inventory and warrants are at present listed on Nasdaq, our items, Class A typical inventory and warrants are coated securities. Though the states are preempted from regulating the sale of our securities, the federal statute does enable the states to analyze corporations if there’s a suspicion of fraud, and, if there’s a discovering of fraudulent exercise, then the states can regulate or bar the sale of coated securities in a specific case. Whereas we’re not conscious of a state having used these powers to ban or limit the sale of securities issued by clean test corporations, aside from the State of Idaho, sure state securities regulators view clean test corporations unfavorably and may use these powers, or threaten to make use of these powers, to hinder the sale of securities of clean test corporations of their states. Additional, if we had been now not listed on Nasdaq, our securities wouldn’t be coated securities and we might be topic to regulation in every state by which we provide our securities.

A brand new 1% U.S. federal excise tax could possibly be imposed on us in reference to redemptions by us of our shares, together with in reference to the Extension.

On August 16, 2022, the IR Act was signed into federal regulation. The IR Act supplies for, amongst different issues, a brand new U.S. federal 1% excise tax on sure repurchases (together with redemptions) of inventory by publicly traded U.S. home companies and sure U.S. home subsidiaries of publicly traded overseas companies occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing company itself, not its shareholders from which shares are repurchased. The quantity of the excise tax is usually 1% of the honest market worth of the shares repurchased on the time of the repurchase. Nevertheless, for functions of calculating the excise tax, repurchasing companies are permitted to web the honest market worth of sure new inventory issuances towards the honest market worth of inventory repurchases throughout the identical taxable yr. As well as, sure exceptions apply to the excise tax. The U.S. Division of the Treasury (the “Treasury”) has been given authority to supply laws and different steerage to hold out and forestall the abuse or avoidance of the excise tax.

On December 27, 2022, the Treasury launched Discover 2023-2, which supplies taxpayers with interim steerage on the excise tax which may be relied upon till the Inner Income Service points proposed Treasury laws on such matter. Discover 2023-2 contains as one in every of its exceptions to the excise tax a distribution in full liquidation of a “coated company”, equivalent to ours, to which Sec. 331 of the U.S. Inner Income Code of 1986, as amended (the “Code”), applies (as long as Sec. 332(a) of the Code additionally doesn’t additionally apply). Though it stays unsure whether or not, and/or to what extent, the excise tax might apply to any redemptions of our public shares after December 31, 2022, together with any redemptions in reference to our preliminary enterprise mixture or within the occasion we don’t

consummate our preliminary enterprise mixture by the Present Termination Date (or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date), we might not anticipate the excise tax to use to redemptions of our public shares that happen throughout a taxable yr by which we fully liquidate underneath Sec. 331 of the Code.

Pursuant to our constitution, every public stockholder could search to redeem all or a portion of such stockholder’s public shares for its professional rata portion of the funds out there within the belief account, together with curiosity earned on the funds held within the belief account and never beforehand launched to us (much less taxes payable), in reference to the approval of the Constitution Modification Proposal and implementation of the Extension. Any redemption or different repurchase that happens after December 31, 2022 could also be topic to the excise tax, together with in reference to our preliminary enterprise mixture, sure amendments to our constitution (together with the proposed Constitution Modification Proposal) or in any other case. Whether or not and to what extent we might be topic to the excise tax would rely upon quite a few elements, together with (i) the honest market worth of the redemptions and repurchases in reference to the preliminary enterprise mixture, sure amendments to our constitution (together with the proposed Constitution Modification Proposal) or in any other case, (ii) the construction of the preliminary enterprise mixture, (iii) the character and quantity of any “PIPE” or different fairness issuances in reference to the preliminary enterprise mixture (or in any other case issued not in reference to the preliminary enterprise mixture however issued throughout the identical taxable yr of the preliminary enterprise mixture) and (iv) the content material of laws and different steerage from the Treasury. As well as, as a result of the excise tax could be payable by us and never by the redeeming holder, the mechanics of any required fee of the excise tax haven’t been decided. Nevertheless, if the Constitution Modification Proposal is accredited and the Extension is carried out, no curiosity earned on the funds held within the belief account will probably be used to pay for any excise tax due underneath the IR Act in reference to the Extension. The foregoing might trigger a discount within the money out there available to finish our preliminary enterprise mixture and in our means to finish our preliminary enterprise mixture.

Modifications in legal guidelines or laws, or in how such legal guidelines or laws are interpreted or utilized, or a failure to adjust to any legal guidelines, laws, interpretations or functions, could adversely have an effect on our enterprise, together with our means to barter and full our preliminary enterprise mixture, investments and outcomes of operations.

We’re topic to legal guidelines and laws, and interpretations and functions of such legal guidelines and laws, enacted by nationwide, regional and native governments. Specifically, we’re required to adjust to sure SEC and different authorized necessities. Compliance with, and monitoring of, relevant legal guidelines and laws, and interpretations and functions of such legal guidelines and laws, could also be troublesome, time consuming and dear. These legal guidelines and laws and their interpretation and utility may change on occasion and people adjustments might have a cloth hostile impact on our enterprise, investments and outcomes of operations. As well as, a failure to adjust to relevant legal guidelines or laws, as interpreted and utilized, might have a cloth hostile impact on our enterprise, together with our means to barter and full our preliminary enterprise mixture, investments and outcomes of operations.

On March 30, 2022, the SEC issued proposed guidelines (the “SPAC Rule Proposals”) regarding, amongst different gadgets, enhancing disclosures in enterprise mixture transactions involving particular goal acquisition corporations, or SPACs, and personal working corporations; amending the monetary assertion necessities relevant to transactions involving shell corporations; the usage of projections by SPACs in SEC filings in reference to proposed enterprise mixture transactions; the potential legal responsibility of sure members in proposed enterprise mixture transactions; and the extent to which SPACs might change into topic to regulation underneath the Funding Firm Act of 1940, as amended (the “Funding Firm Act”), together with a proposed rule that would offer a secure harbor for such corporations from the definition of “funding firm” underneath the Funding Firm Act, offered sure standards are glad. These guidelines, if adopted, whether or not within the kind proposed or in revised kind, could materially adversely have an effect on our means to barter and full our preliminary enterprise mixture and should improve the prices and time associated thereto.

The necessity for compliance with the SPAC Rule Proposals could trigger us to liquidate the funds within the belief account or liquidate our firm at an earlier time than we’d in any other case select. Had been we to liquidate our firm, our stockholders wouldn’t be capable of understand the advantages of proudly owning shares in a successor working enterprise, together with the potential appreciation within the worth of our shares and warrants following such a transaction, and our warrants would expire nugatory.

If we’re deemed to be an funding firm for functions of the Funding Firm Act, we might be required to institute burdensome compliance necessities and our actions could be severely restricted and, because of this, we could abandon our efforts to consummate an preliminary enterprise mixture and liquidate.

There’s at present uncertainty regarding the applicability of the Funding Firm Act to a SPAC, and it’s doable {that a} declare could possibly be made that now we have been working as an unregistered funding firm. If we’re deemed to be an funding firm underneath the Funding Firm Act, our actions could be severely restricted. As well as, we might be topic to burdensome compliance necessities. We don’t consider that our principal actions will topic us to regulation as an funding firm underneath the Funding Firm Act. Nevertheless, if we’re deemed to be an funding firm and topic to compliance with and regulation underneath the Funding Firm Act, we might be topic to extra regulatory burdens and bills for which now we have not allotted funds. Because of this, except we’re in a position to modify our actions in order that we might not be deemed an funding firm, we might anticipate to desert our efforts to finish an preliminary enterprise mixture and as an alternative to liquidate. If we’re required to liquidate, our stockholders wouldn’t be capable of understand the advantages of proudly owning shares in a successor working enterprise, together with the potential appreciation within the worth of our shares and warrants following such a transaction, and our warrants would expire nugatory.

Now we have instructed the trustee to liquidate the securities held within the belief account and as an alternative to carry the funds within the Belief Account in an interest-bearing demand deposit account at a nationwide financial institution till the sooner of the consummation of an preliminary enterprise mixture or our liquidation, and we could subsequently be capable of mitigate the danger that we could possibly be deemed to be an funding firm for functions of the Funding Firm Act. Asa consequence, following the liquidation of securities within the belief account, we could obtain minimal curiosity, if any, on the funds held within the belief account, which can cut back the greenback quantity the general public stockholders would obtain upon any redemption or liquidation of our firm.

The funds within the belief account had been held, because the IPO, solely in U.S. authorities treasury obligations with a maturity of 185 days or much less or in cash market funds investing solely in U.S. authorities treasury obligations and assembly sure circumstances underneath Rule 2a-7 underneath the Funding Firm Act. Nevertheless, to mitigate the danger of us being deemed to be an unregistered funding firm (together with underneath the subjective take a look at of Part 3(a)(1)(A) of the Funding Firm Act) and thus topic to regulation underneath the Funding Firm Act, we instructed the trustee with respect to the belief account to liquidate the U.S. authorities treasury obligations or cash market funds held within the belief account and thereafter to carry all funds within the belief account in an curiosity-bearing demand deposit account at a nationwide financial institution till the sooner of consummation of an preliminary enterprise mixture or liquidation of our firm. Following such liquidation of the securities held within the belief account, we could obtain minimal curiosity, if any, on the funds held within the belief account. Nevertheless, curiosity beforehand earned on the funds held within the belief account nonetheless could also be launched to us to pay our taxes, if any, and sure different bills as permitted. Because of this, our determination to liquidate the securities held within the belief account and thereafter to carry all funds within the belief account in an curiosity-bearing demand deposit account could cut back the greenback quantity the general public stockholders would obtain upon any redemption or liquidation of our firm.

The longer that the funds within the belief account are held briefly-term U.S. authorities treasury obligations or in cash market funds invested solely in such securities, the better the danger that we could also be thought-about an unregistered funding firm, by which case we could also be required to liquidate our firm. Accordingly, we decided, in our discretion, to liquidate the securities held within the belief account and as an alternative maintain all funds within the belief account in an curiosity-bearing demand deposit account at a nationwide financial institution, which can additional cut back the greenback quantity the general public stockholders would obtain upon any redemption or liquidation of our firm.

Had been we thought-about to be a “overseas particular person,” we’d not be capable of full an preliminary enterprise mixture with a U.S. goal firm if such preliminary enterprise mixture is topic to U.S. overseas funding laws and evaluation by a U.S. authorities entity such because the Committee on Overseas Funding within the United States (“CFIUS”), or finally prohibited.

Sure federally licensed companies within the United States, equivalent to broadcasters and airways, could also be topic to guidelines or laws that restrict overseas possession. As well as, CFIUS is an interagency committee approved to evaluation sure transactions involving overseas funding within the United States by overseas individuals in an effort to decide the impact of such transactions on the nationwide safety of the United States. Had been we thought-about to be a “overseas particular person”

underneath such guidelines and laws, any proposed enterprise mixture between us and a U.S. enterprise engaged in a regulated business or which can have an effect on nationwide safety could possibly be topic to such overseas possession restrictions and/or CFIUS evaluation. The scope of CFIUS was expanded by the Overseas Funding Danger Evaluation Modernization Act of 2018 (“FIRRMA”) to incorporate sure non-controlling investments in delicate U.S. companies and sure acquisitions of actual property even with no underlying U.S. enterprise. FIRRMA, and subsequent implementing laws that at the moment are in pressure, additionally topic sure classes of investments to necessary filings. If a possible preliminary enterprise mixture with a U.S. enterprise falls throughout the scope of overseas possession restrictions, we could also be unable to consummate an preliminary enterprise mixture with such enterprise. As well as, if a possible preliminary enterprise mixture falls inside CFIUS’s jurisdiction, we could also be required to make a compulsory submitting or decide to submit a voluntary discover to CFIUS, or to proceed with the preliminary enterprise mixture with out notifying CFIUS and threat CFIUS intervention, earlier than or after closing the preliminary enterprise mixture.

Each our firm and our sponsor are U.S. entities, and the supervisor of our sponsor is a U.S. citizen. Every of our officers and administrators is a U.S. citizen, aside from our President and our Government Vice President of Technique and M&A, who’re U.Ok. residents. Roughly 20% of the fairness pursuits of our sponsor are held immediately or not directly by non-U.S. individuals. If CFIUS has jurisdiction over our preliminary enterprise mixture, because of these present relationships or in any other case, CFIUS could resolve to dam or delay our preliminary enterprise mixture, impose circumstances to mitigate nationwide safety issues with respect to such preliminary enterprise mixture or order us to divest all or a portion of a U.S. enterprise of the mixed firm if we had proceeded with out first acquiring CFIUS clearance. If we had been thought-about to be a “overseas particular person,” the overseas possession limitations, and the potential influence of CFIUS, could restrict the attractiveness of a transaction with us or stop us from pursuing sure preliminary enterprise mixture alternatives that we consider would in any other case be useful to us and our stockholders. Because of this, in such circumstances, the pool of potential targets with which we might full an preliminary enterprise mixture could possibly be restricted and we could also be adversely affected when it comes to competing with different SPACs that do not need related overseas possession points.

Furthermore, the method of presidency evaluation, whether or not by CFIUS or in any other case, could possibly be prolonged. As a result of now we have solely a restricted time to finish our preliminary enterprise mixture, our failure to acquire any required approvals throughout the requisite time interval could require us to liquidate. If we liquidate, the general public stockholders could solely obtain $10.00 per share, and our warrants will expire nugatory. This can even trigger you to lose any potential funding alternative in a goal firm and the possibility of realizing future positive factors in your funding by means of any value appreciation within the mixed firm.

BACKGROUND

We’re a clean test firm included on June 17, 2020 as a Delaware company and fashioned for the aim of effecting a merger, capital inventory trade, asset acquisition, inventory buy, reorganization or different related enterprise mixture with a number of companies, which we check with as an preliminary enterprise mixture.

On July 7, 2020, we issued an mixture of 5,750,000 founder shares to our sponsor and our unbiased administrators for an mixture value of $25,000, or roughly $0.004 per share. On July 23, 2021, our sponsor forfeited 1,437,500 founder shares, leading to an mixture of 4,312,500 founder shares excellent. Our sponsor transferred to sure of the underwriters of the IPO and sure of such underwriters’ staff an mixture of 240,001 founder shares on the authentic buy value. On August 25, 2021, in reference to the underwriters’ election to partially train their over-allotment possibility and the forfeiture of the remaining portion of such over-allotment possibility, an mixture of 372,038 founder shares had been forfeited to us without charge, and three,940,462 founder shares stay excellent.

On August 17, 2021, we consummated the IPO of 15,000,000 items at $10.00 per unit, and on August 25, 2021, we consummated the sale of 761,850 extra items because of the underwriters’ partial train of their over-allotment possibility. Every unit consisted of 1 share of Class A typical inventory and one-half of 1 redeemable warrant, every complete warrant entitling the holder thereof to buy one share of Class A typical inventory at an train value of $11.50 per share, topic to adjustment. The items had been offered at an providing value of $10.00 per unit, producing whole gross proceeds of $157,618,500.

Concurrently with the consummation of the IPO, we consummated the non-public placement of an mixture of 580,000 non-public placement items to our sponsor and sure of the underwriters of the IPO and sure of such underwriters’ staff at a value of $10.00 per non-public placement unit, producing whole gross proceeds of $5,800,000. Concurrently with the closing of the partial train of the over-allotment possibility, we consummated the non-public placement of an mixture of 15,237 extra non-public placement items to such purchasers at $10.00 per extra non-public placement unit, producing whole gross proceeds of $152,370 (collectively, the “non-public placements”). A complete of $157,618,500 ($10.00 per unit) of the proceeds from the IPO, together with the partial train of the over-allotment possibility, and simultaneous non-public placements of personal placement items was positioned within the belief account, with Continental Inventory Switch & Belief Firm performing as trustee.

Of the combination 15,761,850 items offered within the IPO, 13,365,000 items had been bought by our anchor buyers. In reference to the closing of the IPO, our anchor buyers every acquired from our sponsor an oblique financial curiosity in 100,000 founder shares (or an mixture of 900,000 founder shares) on the authentic buy value that our sponsor paid for the founder shares. Our sponsor has agreed to distribute such founder shares to our anchor buyers after the completion of our preliminary enterprise mixture.

Our items started buying and selling on August 13, 2021 on the Nasdaq Capital Market underneath the image “JAQCU.” Commencing on October 1, 2021, the Class A typical inventory and warrants comprising the items started separate buying and selling on Nasdaq underneath the symbols “JAQC” and “JAQCW,” respectively. These items not separated proceed to commerce on Nasdaq underneath the image “JAQCU.”

On April 18, 2023, we held the April Particular Assembly. On the April Particular Assembly, our stockholders accredited, amongst different issues, the First Extension. On April 20, 2023, in reference to the implementation of the First Extension, the preliminary stockholders voluntarily elected to transform the founder shares from shares of our Class B widespread inventory to shares of our Class A typical inventory, on a one-for-one foundation, and we redeemed 14,286,357 public shares correctly tendered for redemption in reference to the First Extension, at a redemption value of roughly $10.16 per share, for an mixture redemption quantity of roughly $145.2 million. As of September 30, 2023, we had roughly $15.3 million within the belief account and 6,011,192 shares of our widespread inventory issued and excellent, consisting solely of shares of Class A typical inventory.

On July 18, 2023, we entered into the Enterprise Mixture Settlement with TopCo, Merger Sub and Filament, which supplies for the Proposed Enterprise Mixture. In reference to the Proposed Enterprise Mixture, TopCo has filed with SEC the Registration Assertion in reference to the registration underneath the Securities Act of sure securities to be issued by TopCo pursuant to the Proposed Enterprise Mixture, which features a proxy assertion/prospectus that constitutes (i) a prospectus regarding the provide of such TopCo securities and (ii) a proxy assertion in reference to our solicitation of proxies for the vote to approve the Proposed Enterprise Mixture and different issues as described within the Registration Assertion. On November 13, 2023, the Registration Assertion

was declared efficient by the SEC, and we then filed the definitive proxy assertion/prospectus with the SEC and commenced the mailing of the definitive proxy assertion/prospectus and different related paperwork to our stockholders as of November 6, 2023, the file date established for voting on the Proposed Enterprise Mixture.

The mailing handle of our principal govt workplace is Jupiter Acquisition Company, 11450 SE Dixie Hwy, Suite 105, Hobe Sound, FL 33455, and our phone quantity is 212-207-8884.

You aren’t being requested to vote on the Proposed Enterprise Mixture or every other preliminary enterprise mixture pursuant to this proxy assertion. If the Extension is carried out and you don’t make the Election to redeem all your public shares in reference to the Extension, you’ll retain the appropriate to vote on the Proposed Enterprise Mixture (or every other preliminary enterprise mixture) when it’s submitted to the general public stockholders (offered that you’re a stockholder on the file date for a gathering to think about such enterprise mixture) and the appropriate to redeem your public shares for a professional rata portion of the belief account within the occasion the Proposed Enterprise Mixture (or every other preliminary enterprise mixture) is accredited and accomplished or now we have not consummated an preliminary enterprise mixture by the Prolonged Date.

THE SPECIAL MEETING

Date, Time and Place.    The particular assembly will probably be held at 12:00 p.m. Jap Time on December 14, 2023 as a digital assembly. It is possible for you to to attend, vote your shares and submit questions throughout the particular assembly through a dwell webcast out there at https://www.cstproxy.com/jupiteracquisitioncorp/ext2023. The particular assembly will probably be held nearly over the web via a dwell audio webcast. Solely stockholders who personal shares of our widespread inventory as of the shut of enterprise on the file date will probably be entitled to attend the particular assembly.

To pre-register for the particular assembly, please observe the under directions as relevant to the character of your possession of our widespread inventory. Pre-registration is really helpful however not required to attend the particular assembly and is on the market beginning at 9:00 a.m. Jap Time on December 7, 2023 (5 enterprise days previous to the particular assembly).

In case your shares are registered in your identify with our switch agent and also you want to attend and take part within the digital assembly, go to https://www.cstproxy.com/jupiteracquisitioncorp/ext2023, enter the management quantity you acquired in your proxy card and click on on the “Click on right here” to pre-register for the net assembly hyperlink on the high of the web page. Simply previous to the beginning of the particular assembly you will want to log again into the above web site utilizing your management quantity. For those who do not need your management quantity, contact Continental Inventory Switch & Belief Firm, our switch agent, by phone at 917-262-2373 or by e-mail at [email protected].

Helpful stockholders who want to attend and take part within the digital assembly should (i) get hold of a authorized proxy by contacting their account consultant on the financial institution, dealer, or different nominee that holds their shares and (ii) e-mail a duplicate (a legible {photograph} is adequate) of their authorized proxy to our switch agent at [email protected]. Helpful stockholders who e-mail our switch agent a sound authorized proxy will probably be issued a gathering management quantity that can enable them to pre-register to attend and take part within the digital assembly. A useful stockholder who needs to attend the digital assembly however not vote could also be issued a visitor management quantity upon offering proof of possession to our switch agent. After contacting our switch agent, a useful holder will obtain an e-mail previous to the particular assembly with a hyperlink and directions for coming into the digital assembly. Helpful stockholders ought to contact our switch agent at the least 5 enterprise days previous to the particular assembly date.

You might also attend the particular assembly telephonically by dialing 1–800-450-7155 (toll-free throughout the United States and Canada) or +1 857-999-9155 (outdoors of the United States and Canada, normal charges apply). The passcode for phone entry is 4178509#, however please notice that you simply won’t be able to vote or ask questions in case you select to attend the particular assembly telephonically.

Quorum.    A quorum of stockholders is important to carry a sound assembly. Holders of a majority in voting energy of our issued and excellent shares of widespread inventory entitled to vote on the particular assembly, current in particular person (by digital attendance) or by proxy, represent a quorum. Your shares will probably be counted in direction of the quorum provided that you submit a sound proxy (or one is submitted in your behalf by your dealer, financial institution or different nominee) or in case you vote on-line on the particular assembly. Abstentions and dealer non-votes will probably be counted in direction of the quorum requirement. If there is no such thing as a quorum, the chairman of the particular assembly could adjourn the particular assembly to a different date. As of the file date for the particular assembly, 3,005,597 shares of our widespread inventory could be required to attain a quorum.

Voting Energy; Report Date.    You can be entitled to vote or direct votes to be solid on the particular assembly, in case you owned shares of our widespread inventory on the shut of enterprise on November 6, 2023, the file date for the particular assembly. You’ll have one vote per proposal for every share you owned at the moment. Our warrants don’t carry voting rights.

Votes Required.    The affirmative vote of at the least sixty-five % (65%) of all then excellent shares of our widespread inventory entitled to vote thereon on the particular assembly is required to approve the Constitution Modification Proposal, and the affirmative vote of at the least a majority of the shares of our widespread inventory entitled to vote thereon and current in particular person (by digital attendance) or by proxy on the particular assembly is required to approve the Adjournment Proposal. Approval of the Constitution Modification Proposal is a situation to the implementation of the Extension. However stockholder approval of the Constitution Modification Proposal, the Board will retain the appropriate to desert and never implement the Extension at any time with none additional motion by our stockholders.

Your failure to vote could have the identical impact as voting “AGAINST” the Constitution Modification Proposal and, if a sound quorum is in any other case established, no impact on the end result of the vote on the Adjournment Proposal. An abstention, whereas thought-about current for the needs of building a quorum, could have the identical impact as voting “AGAINST” the Constitution Modification Proposal and the Adjournment Proposal. Dealer non-votes, whereas thought-about

current for the needs of building a quorum, is not going to depend as votes solid and could have the identical impact as voting “AGAINST” the Constitution Modification Proposal and, if a sound quorum is in any other case established, no impact on the end result of the vote on the Adjournment Proposal.

On the shut of enterprise on the file date, there have been 6,011,192 shares of our widespread inventory issued and excellent, consisting solely of shares of Class A typical inventory, every of which entitles its holder to solid one vote per proposal.

If you don’t want the Constitution Modification Proposal accredited, you could vote towards, abstain or not vote on such proposal. If you wish to get hold of your professional rata portion of the belief account within the occasion the Extension is carried out, which is anticipated to be paid quickly after the completion of the Constitution Modification, you could make the Election to redeem your public shares. Public stockholders could make the Election to redeem all or a portion of their public shares no matter whether or not they vote for or towards the Constitution Modification Proposal, abstain, don’t vote or don’t instruct their dealer or financial institution methods to vote.

Proxies; Board Solicitation.    Your proxy is being solicited by the Board on the proposals being offered to stockholders on the particular assembly to approve the Constitution Modification Proposal and, if offered, the Adjournment Proposal. No advice is being made as as to if it’s best to make the Election to redeem your shares. Proxies could also be solicited in particular person or by phone. For those who grant a proxy, you should still revoke your proxy and vote your shares in particular person (by digital attendance) on the particular assembly.

Now we have retained Morrow Sodali LLC to assist within the solicitation of proxies. Morrow Sodali LLC will obtain a price of roughly $15,000, in addition to reimbursement for sure prices and out-of-pocket bills incurred by them in reference to their companies, all of which will probably be paid by us. As well as, our officers and administrators could solicit proxies by mail, phone, facsimile, and private interview, for which no extra compensation will probably be paid, although they could be reimbursed for his or her out-of-pocket bills. We are going to bear the price of making ready, assembling and mailing the enclosed type of proxy, this proxy assertion and different materials which may be despatched to stockholders in reference to this solicitation. We could reimburse brokerage corporations and different nominee holders for his or her cheap bills in sending proxies and proxy materials to the useful homeowners of our shares.

PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL

We’re proposing to amend our constitution, within the kind set forth as Annex A to this proxy assertion, to increase the date by which we should consummate an preliminary enterprise mixture from the Present Termination Date to the Prolonged Date. All stockholders are inspired to learn the proposed Constitution Modification in its entirety for a extra full description of its phrases.

The Constitution Modification Proposal is crucial to the general implementation of the Board’s plan to finish an preliminary enterprise mixture. Approval of the Constitution Modification Proposal is a situation to the implementation of the Extension. However stockholder approval of the Constitution Modification Proposal, the Board will retain the appropriate to desert and never implement the Extension at any time with none additional motion by our stockholders.

If the Constitution Modification Proposal isn’t accredited (or if such proposal is accredited and the Extension isn’t carried out) and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, or if the Constitution Modification Proposal is accredited and the Extension is carried out however we don’t consummate an preliminary enterprise mixture by the Prolonged Date, in accordance with our constitution, we are going to (i) stop all operations aside from the aim of winding up, (ii) as promptly as moderately doable however no more than ten enterprise days thereafter, redeem the general public shares, at a per-share value, payable in money, equal to the combination quantity then on deposit within the belief account together with curiosity earned on the funds held within the belief account and never beforehand launched to us to pay our taxes (much less as much as $100,000 of curiosity to pay dissolution bills), divided by the variety of then excellent public shares, which redemption will fully extinguish public stockholders’ rights as stockholders (together with the appropriate to obtain additional liquidating distributions, if any), topic to relevant regulation, and (iii) as promptly as moderately doable following such redemption, topic to the approval of our remaining stockholders and the Board, dissolve and liquidate, topic in every case to our obligations underneath Delaware regulation to supply for claims of collectors and the necessities of different relevant regulation. There will probably be no redemption rights or liquidating distributions with respect to our warrants, which can expire nugatory if we don’t full an preliminary enterprise mixture by the Present Termination Date or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date.

Causes for the Proposal

Our constitution supplies that now we have till the Present Termination Date to consummate an preliminary enterprise mixture. On July 18, 2023, we entered into the Enterprise Mixture Settlement with TopCo, Merger Sub and Filament, which supplies for the Proposed Enterprise Mixture. In reference to the Proposed Enterprise Mixture, TopCo has filed with SEC the Registration Assertion in reference to the registration underneath the Securities Act of sure securities to be issued by TopCo pursuant to the Proposed Enterprise Mixture, which features a proxy assertion/prospectus that constitutes (i) a prospectus regarding the provide of such TopCo securities and (ii) a proxy assertion in reference to our solicitation of proxies for the vote to approve the Proposed Enterprise Mixture and different issues as described within the Registration Assertion. On November 13, 2023, the Registration Assertion was declared efficient by the SEC, and we then filed the definitive proxy assertion/prospectus with the SEC and commenced the mailing of the definitive proxy assertion/prospectus and different related paperwork to our stockholders as of November 6, 2023, the file date established for voting on the Proposed Enterprise Mixture. Whereas we at present anticipate closing the Proposed Enterprise Mixture previous to the Present Termination Date, we perceive that unexpected occasions might come up that may delay the consummation of the Proposed Enterprise Mixture. Due to this fact, out of an abundance of warning, now we have decided to hunt stockholder approval to increase the date by which we should consummate an preliminary enterprise mixture. Within the occasion that we consummate the Proposed Enterprise Mixture previous to the particular assembly or consider that we will consummate the Proposed Enterprise Mixture previous to the Present Termination Date, or the Board in any other case determines to not proceed with the Extension previous to the particular assembly, we is not going to maintain the particular assembly.

The affirmative vote of at the least sixty-five % (65%) of all then excellent shares of our widespread inventory entitled to vote thereon on the particular assembly is required to impact an modification to our constitution that may prolong our company existence past the Present Termination Date. Moreover, our constitution requires that each one public stockholders have a chance to redeem their public shares within the case that our company existence is prolonged. We consider that this constitution provision was included to guard our stockholders from having to maintain their investments for an unreasonably lengthy interval if we don’t consummate an appropriate preliminary enterprise mixture within the timeframe contemplated by our constitution. Given our expenditure of time, effort and cash on discovering a possible preliminary enterprise mixture, we consider circumstances warrant offering those that wish to take into account whether or not the Proposed

Enterprise Mixture is a horny funding with a chance to think about such transaction, inasmuch as we’re additionally affording public stockholders who want to redeem all or a portion of their public shares the chance to take action, as required underneath our constitution. Accordingly, we consider the Extension is in keeping with our constitution.

If the Constitution Modification Proposal Is Not Accredited

If the Constitution Modification Proposal isn’t accredited and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, in accordance with our constitution, we are going to (i) stop all operations aside from the aim of winding up, (ii) as promptly as moderately doable however no more than ten enterprise days thereafter, redeem the general public shares, at a per-share value, payable in money, equal to the combination quantity then on deposit within the belief account together with curiosity earned on the funds held within the belief account and never beforehand launched to us to pay our taxes (much less as much as $100,000 of curiosity to pay dissolution bills), divided by the variety of then excellent public shares, which redemption will fully extinguish public stockholders’ rights as stockholders (together with the appropriate to obtain additional liquidating distributions, if any), topic to relevant regulation, and (iii) as promptly as moderately doable following such redemption, topic to the approval of our remaining stockholders and the Board, dissolve and liquidate, topic in every case to our obligations underneath Delaware regulation to supply for claims of collectors and the necessities of different relevant regulation. There will probably be no redemption rights or liquidating distributions with respect to our warrants, which can expire nugatory if we don’t full an preliminary enterprise mixture by the Present Termination Date.

Our preliminary stockholders, officers and administrators have agreed to waive their redemption rights in reference to the consummation of an preliminary enterprise mixture or the approval of sure amendments to our constitution, together with with respect to the Constitution Modification Proposal, and to waive their rights to liquidating distributions from the belief account with respect to the founder shares and the non-public shares if we don’t full an preliminary enterprise mixture by the Present Termination Date. As a consequence of such waivers, any liquidating distribution that’s made will probably be solely with respect to the general public shares; nonetheless, such individuals could be entitled to liquidating distributions from the belief account with respect to any public shares they maintain. We can pay the prices of liquidation from as much as $100,000 of curiosity from the belief account and our remaining property held outdoors of the belief account.

If the Constitution Modification Proposal isn’t accredited, we is not going to impact the Extension, and within the occasion we don’t full the Proposed Enterprise Mixture on or earlier than the Present Termination Date, the belief account will probably be liquidated and distributed to the general public stockholders on a professional rata foundation as described above.

If the Constitution Modification Proposal Is Accredited

If the Constitution Modification Proposal is accredited and the Board determines to implement the Extension, we are going to file the Constitution Modification with the Secretary of State of the State of Delaware. We are going to stay a reporting firm underneath the Change Act, and our items, Class A typical inventory and warrants will stay publicly traded (topic to our compliance with Nasdaq’s continued itemizing necessities). We are going to then proceed to try to finish the Proposed Enterprise Mixture (or one other preliminary enterprise mixture) by the Prolonged Date.

If the Constitution Modification Proposal is accredited and the Extension is carried out however we don’t consummate an preliminary enterprise mixture by the Prolonged Date, or if the Extension isn’t carried out and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, in accordance with our constitution, we are going to (i) stop all operations aside from the aim of winding up, (ii) as promptly as moderately doable however no more than ten enterprise days thereafter, redeem the general public shares, at a per-share value, payable in money, equal to the combination quantity then on deposit within the belief account together with curiosity earned on the funds held within the belief account and never beforehand launched to us to pay our taxes (much less as much as $100,000 of curiosity to pay dissolution bills), divided by the variety of then excellent public shares, which redemption will fully extinguish public stockholders’ rights as stockholders (together with the appropriate to obtain additional liquidating distributions, if any), topic to relevant regulation, and (iii) as promptly as moderately doable following such redemption, topic to the approval of our remaining stockholders and the Board, dissolve and liquidate, topic in every case to our obligations underneath Delaware regulation to supply for claims of collectors and the necessities of different relevant regulation. There will probably be no redemption rights or liquidating distributions with respect to our warrants, which can expire nugatory if we don’t full an preliminary enterprise mixture by the Present Termination Date or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date.

Our preliminary stockholders, officers and administrators have agreed to waive their redemption rights in reference to the consummation of an preliminary enterprise mixture or the approval of sure amendments to our constitution, together with with respect to the Constitution Modification Proposal, and to waive their rights to liquidating distributions from the belief

account with respect to the founder shares and the non-public shares if we don’t full an preliminary enterprise mixture by the Present Termination Date or, if the Constitution Modification Proposal is accredited and the Extension is carried out, the Prolonged Date. As a consequence of such waivers, any liquidating distribution that’s made will probably be solely with respect to the general public shares; nonetheless, such individuals could be entitled to liquidating distributions from the belief account with respect to any public shares they maintain. We can pay the prices of liquidation from as much as $100,000 of curiosity from the belief account and our remaining property held outdoors of the belief account.

You aren’t being requested to vote on the Proposed Enterprise Mixture or every other preliminary enterprise mixture pursuant to this proxy assertion. If the Extension is carried out and you don’t make the Election to redeem all your public shares in reference to the Extension, you’ll retain the appropriate to vote on the Proposed Enterprise Mixture (or every other preliminary enterprise mixture) when it’s submitted to the general public stockholders (offered that you’re a stockholder on the file date for a gathering to think about such enterprise mixture) and the appropriate to redeem your public shares for a professional rata portion of the belief account within the occasion the Proposed Enterprise Mixture (or every other preliminary enterprise mixture) is accredited and accomplished or now we have not consummated an preliminary enterprise mixture by the Prolonged Date.

If the Constitution Modification Proposal is accredited and the Extension is carried out, the elimination of the Withdrawal Quantity from the belief account in reference to the Election will cut back our web asset worth and the quantity held within the belief account following the redemption, and the quantity remaining within the belief account could also be considerably diminished from the roughly $15.3 million that was within the belief account as of September 30, 2023. In such occasion, we could have to get hold of extra funds to finish an preliminary enterprise mixture and there might be no assurance that such funds will probably be out there on phrases acceptable to us or in any respect. No funds from the belief account, together with curiosity earned on the funds held within the belief account, will probably be used to pay for any excise tax due underneath the IR Act in reference to the Extension.

However stockholder approval of the Constitution Modification Proposal, the Board will retain the appropriate to desert and never implement the Extension at any time with none additional motion by our stockholders.

Redemption Rights

If the Constitution Modification Proposal is accredited and the Extension is carried out, we are going to present the general public stockholders making the Election the chance to obtain, quickly after the completion of the Constitution Modification, and in trade for the give up of their shares topic to the Election, a professional rata portion of the funds out there within the belief account, together with curiosity earned on the funds held within the belief account and never beforehand launched to us (much less taxes payable). Until you make the Election to redeem all your public shares in reference to the Extension, you’ll nonetheless be capable of redeem your public shares in reference to any stockholder vote to approve the Proposed Enterprise Mixture (or every other preliminary enterprise mixture), or if now we have not consummated an preliminary enterprise mixture by the Prolonged Date.

TO DEMAND REDEMPTION WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES IN CONNECTION WITH THE EXTENSION, PRIOR TO 5:00 P.M. EASTERN TIME ON DECEMBER 12, 2023 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU MUST ELECT EITHER TO PHYSICALLY TENDER YOUR STOCK CERTIFICATE(S) REPRESENTING SUCH SHARES TO OUR TRANSFER AGENT OR DELIVER SUCH SHARES TO OUR TRANSFER AGENT ELECTRONICALLY USING The Depository Belief Firm’s DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.

Holders of items should elect to separate the underlying public shares and public warrants previous to exercising redemption rights with respect to the general public shares. If holders maintain their items in an account at a brokerage agency or financial institution, holders should notify their dealer or financial institution that they elect to separate the items into the underlying public shares and public warrants, or if a holder holds items registered in its, his or her personal identify, the holder should contact our switch agent immediately and instruct it to take action. Public stockholders could make the Election to redeem all or a portion of their public shares even when they vote for or towards the Constitution Modification Proposal, abstain, don’t vote or don’t instruct their dealer or financial institution methods to vote.

To demand redemption with respect to all or a portion of your public shares in reference to the Extension, prior to five:00 p.m. Jap Time on December 12, 2023 (two enterprise days earlier than the particular assembly), you could elect both to bodily tender your inventory certificates(s) representing such shares to Continental Inventory Switch & Belief Firm, our switch agent, at Continental Inventory Switch & Belief Firm, One State Road, 30th Ground, New York, New York 10004-1561, Attn: SPAC Redemption Staff, E-mail: [email protected], or ship

such shares to our switch agent electronically utilizing The Depository Belief Firm’s DWAC (Deposit/Withdrawal At Custodian) system, which election would possible be decided primarily based on the way by which you maintain your shares. The requirement for bodily or digital supply at the least two enterprise days previous to the vote on the particular assembly ensures {that a} redeeming holder’s Election is accomplished as soon as the Constitution Modification Proposal is accredited and the Extension is carried out. Accordingly, stockholders making the Election won’t be able to tender their shares after the date that’s two enterprise days previous to the vote on the particular assembly.

Via the DWAC system, this digital supply course of might be achieved by the stockholder, whether or not or not it’s a file holder or its shares are held in “road identify,” by contacting our switch agent or its dealer and requesting supply of its shares by means of the DWAC system. Delivering shares bodily could take considerably longer. With a purpose to get hold of a bodily inventory certificates, a stockholder’s dealer and/or clearing dealer, The Depository Belief Firm, and our switch agent might want to act collectively to facilitate this request. There’s a nominal price related to the above-referenced tendering course of and the act of certificating the shares or delivering them by means of the DWAC system. Our switch agent will sometimes cost the tendering dealer $100 and the dealer would decide whether or not or to not cross this price on to the redeeming holder. It’s our understanding that stockholders ought to typically allot at the least two weeks to acquire bodily certificates from our switch agent. We do not need any management over this course of or over the brokers or The Depository Belief Firm, and it could take longer than two weeks to acquire a bodily inventory certificates. Such stockholders could have much less time to make their funding determination than these stockholders that ship their shares by means of the DWAC system. Stockholders who request bodily inventory certificates and want to make the Election to redeem all or a portion of their public shares could also be unable to satisfy the deadline for tendering their shares earlier than exercising their redemption rights and thus will probably be unable to redeem their shares.

Certificates that haven’t been tendered in accordance with these procedures at the least two enterprise days previous to the particular assembly is not going to be redeemed for a professional rata portion of the funds held within the belief account. Within the occasion {that a} public stockholder tenders its shares and decides previous to the implementation of the Extension that it doesn’t wish to redeem its shares, the stockholder could withdraw the tender till the deadline for exercising redemption requests and, thereafter, with our consent. For those who delivered your shares for redemption to our switch agent and resolve throughout the required timeframe to not redeem your shares, you might request that our switch agent return the shares (bodily or electronically). You might make such request by contacting our switch agent on the handle listed above. Within the occasion {that a} public stockholder tenders shares and the Constitution Modification Proposal isn’t accredited or are in any other case deserted, or if such proposal is accredited and the Extension isn’t carried out, these shares is not going to be redeemed and the bodily certificates representing these shares will probably be returned to the stockholder promptly following the willpower that the Constitution Modification Proposal is not going to be accredited or will probably be in any other case deserted, or following the approval of such proposal, that the Extension is not going to be carried out. We anticipate {that a} public stockholder who tenders shares for redemption in reference to the vote to approve the Constitution Modification Proposal, if the Extension is carried out, would obtain fee of the redemption value for such shares quickly after the completion of the Constitution Modification. Our switch agent will maintain the certificates of public stockholders that make the Election till such shares are redeemed for money or returned to such stockholders.

If correctly demanded, we are going to redeem every public share for a professional rata portion of the funds out there within the belief account, together with curiosity earned on the funds held within the belief account and never beforehand launched to us (much less taxes payable), calculated as of two enterprise days previous to the submitting of the Constitution Modification with the Secretary of State of the State of Delaware. As of September 30, 2023, this is able to quantity to roughly $10.37 per share, primarily based on the approximate quantity of $15.3 million held within the belief account on such date (excluding any curiosity withdrawn at such date and never but utilized to our taxes payable and never taking into consideration any additional accrual of curiosity or withdrawal of curiosity to pay our taxes). The closing value of our Class A typical inventory on the Nasdaq Capital Market on November 20, 2023 was $10.40. Accordingly, if the market value had been to stay the identical till the date of the particular assembly, exercising redemption rights would lead to a public stockholder receiving roughly $0.03 much less for every share than if such stockholder offered its public shares within the open market. We can’t guarantee public stockholders that they may be capable of promote their public shares within the open market, even when the market value per share is greater than the redemption value acknowledged above, as there might not be adequate liquidity in our securities when such stockholders want to promote their shares.

For those who train your redemption rights with respect to all or a portion of your public shares, you can be exchanging all or such portion of your public shares for money and can now not personal such shares as soon as redeemed. You can be entitled to obtain money for such shares provided that you correctly demand redemption and bodily tender your inventory certificates(s) representing such shares or electronically ship such shares by means of the DWAC system to our switch agent at the least two enterprise days previous to the particular assembly in accordance with the procedures described

herein. If the Constitution Modification Proposal isn’t accredited or if such proposal is in any other case deserted, such shares will probably be returned promptly following the particular assembly as described above. If the Constitution Modification Proposal is accredited and the Extension isn’t carried out, such shares will probably be returned promptly following the willpower that the Extension is not going to be carried out.

Doable Claims In opposition to and Impairment of the Belief Account

To guard quantities held within the belief account, our sponsor has agreed that it is going to be liable to us if and to the extent any claims by a 3rd get together for companies rendered or merchandise offered to us, or a potential goal enterprise with which now we have entered right into a written letter of intent, confidentiality or related settlement or enterprise mixture settlement, cut back the quantity of funds within the belief account to under the lesser of (i) $10.00 per public share and (ii) the precise quantity per public share held within the belief account as of the date of the liquidation of the belief account, if lower than $10.00 per public share resulting from reductions within the worth of the belief property, much less taxes payable, offered that such legal responsibility is not going to apply to any claims by a 3rd get together or potential goal enterprise who executed a waiver of any and all rights to the monies held within the belief account (whether or not or not such waiver is enforceable) nor will it apply to any claims underneath our indemnity of the underwriters of the IPO towards sure liabilities, together with liabilities underneath the Securities Act. Nevertheless, now we have not requested our sponsor to order for such indemnification obligations, nor have we independently verified whether or not our sponsor has adequate funds to fulfill its indemnity obligations and we consider that our sponsor’s solely property are our securities. Due to this fact, we can’t guarantee you that our sponsor would be capable of fulfill these obligations. The per-share liquidation value for the general public shares is anticipated to be roughly $10.37 (primarily based on the approximate quantity of $15.3 million held within the belief account as of September 30, 2023 (excluding any curiosity withdrawn at such date and never but utilized to our taxes payable and never taking into consideration any additional accrual of curiosity or withdrawal of curiosity to pay our taxes)). However, we can’t guarantee you that the per share distribution from the belief account, if we liquidate, is not going to be lower than $10.00, plus curiosity, resulting from unexpected claims of potential collectors.

Within the occasion that the proceeds within the belief account are diminished under the lesser of (i) $10.00 per public share and (ii) the precise quantity per public share held within the belief account as of the date of the liquidation of the belief account if lower than $10.00 per share resulting from reductions within the worth of the belief property, in every case much less taxes payable, and our sponsor asserts that it’s unable to fulfill its obligations or that it has no indemnification obligations associated to a specific declare, our unbiased administrators would decide whether or not to take authorized motion towards our sponsor to implement such indemnification obligations. Whereas we at present anticipate that our unbiased administrators would take authorized motion on our behalf towards our sponsor to implement such indemnification obligations to us, it’s doable that our unbiased administrators in exercising their enterprise judgment could select not to take action in any explicit occasion. If our unbiased administrators select to not implement these indemnification obligations, the quantity of funds within the belief account out there for distribution to the general public stockholders could also be diminished under $10.00 per share.

Required Vote

Approval of the Constitution Modification Proposal requires the affirmative vote of at the least sixty-five % (65%) of all then excellent shares of our widespread inventory entitled to vote thereon on the particular assembly. Abstentions, dealer non-votes or failure to vote could have the impact of a vote towards the Constitution Modification Proposal. If the Constitution Modification Proposal isn’t accredited and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, in accordance with our constitution, we are going to (i) stop all operations aside from the aim of winding up, (ii) as promptly as moderately doable however no more than ten enterprise days thereafter, redeem the general public shares, at a per-share value, payable in money, equal to the combination quantity then on deposit within the belief account together with curiosity earned on the funds held within the belief account and never beforehand launched to us to pay our taxes (much less as much as $100,000 of curiosity to pay dissolution bills), divided by the variety of then excellent public shares, which redemption will fully extinguish public stockholders’ rights as stockholders (together with the appropriate to obtain additional liquidating distributions, if any), topic to relevant regulation, and (iii) as promptly as moderately doable following such redemption, topic to the approval of our remaining stockholders and the Board, dissolve and liquidate, topic in every case to our obligations underneath Delaware regulation to supply for claims of collectors and the necessities of different relevant regulation. There will probably be no redemption rights or liquidating distributions with respect to our warrants, which can expire nugatory if we don’t full an preliminary enterprise mixture by the Present Termination Date.

All of our preliminary stockholders, officers, administrators and their associates are anticipated to vote any shares of our widespread inventory over which they’ve voting management (together with any public shares owned by them) in favor of the Constitution Modification Proposal. On the file date, our preliminary stockholders, officers, administrators and their associates

collectively beneficially owned and had been entitled to vote an mixture of an mixture of three,940,462 founder shares and 595,237 non-public shares, representing roughly 75.5% of our issued and excellent shares of widespread inventory. As such possession represents better than the variety of shares of our widespread inventory required to approve the Constitution Modification Proposal, we don’t anticipate to want any of the general public shares to be voted in favor of the Constitution Modification Proposal for such proposal to be accredited.

Topic to relevant securities legal guidelines, our preliminary stockholders, officers, administrators or their associates could buy shares in privately negotiated transactions or within the open market from promoting stockholders previous to or following the particular assembly, though they’re underneath no obligation to take action. Such a purchase order could embody a contractual acknowledgement that every such promoting stockholder, though nonetheless the file holder of our shares, is now not the useful proprietor thereof and subsequently agrees to not train its redemption rights. Within the occasion that our preliminary stockholders buy shares in privately negotiated transactions from public stockholders who’ve already elected to train their redemption rights, such promoting stockholders could be required to revoke their prior elections to redeem their shares.

To the extent any such purchases by our preliminary stockholders, officers, administrators or their associates are made in conditions by which the tender provide guidelines restrictions on purchases apply, we are going to disclose in a Present Report on Type 8-Ok previous to the particular assembly the next: (i) the variety of public shares bought outdoors of the redemption provide, together with the acquisition value(s) for such public shares; (ii) the aim of any such purchases; (iii) the influence, if any, of the purchases on the chance that the Constitution Modification Proposal will probably be accredited; (iv) the identities of the securityholders who offered to our preliminary stockholders, officers, administrators or their associates (if not bought on the open market) or the character of the securityholders (e.g., 5 % safety holders) who offered such public shares; and (v) the variety of public shares for which now we have acquired redemption requests pursuant to the redemption provide.

The aim of such share purchases and different transactions could be to extend the chance of in any other case limiting the variety of public shares electing to redeem.

If such transactions are effected, the consequence could possibly be to trigger the Extension to be effectuated in circumstances the place such effectuation couldn’t in any other case happen. In line with SEC steerage, purchases of shares by the individuals described above wouldn’t be permitted to be voted for the Constitution Modification Proposal on the particular assembly and will lower the possibilities that the Constitution Modification Proposal will probably be accredited. As well as, if such purchases are made, the general public “float” of our securities and the variety of useful holders of our securities could also be diminished, probably making it troublesome to keep up or get hold of the citation, itemizing or buying and selling of our securities on a nationwide securities trade.

We hereby symbolize that any of our securities bought by our preliminary stockholders, officers, administrators or their associates in conditions by which the tender provide guidelines restrictions on purchases would apply wouldn’t be voted in favor of approving the Constitution Modification Proposal.

Pursuits of Our Preliminary Stockholders, Administrators and Officers

When you think about the advice of the Board, it’s best to remember that our preliminary stockholders, administrators and officers have pursuits which may be completely different from, or along with, your pursuits as a stockholder. These pursuits embody, amongst different issues:

•        If the Constitution Modification Proposal isn’t accredited and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, in accordance with our constitution, the combination 3,940,462 founder shares beneficially owned by our preliminary stockholders, officers, administrators and their associates, which had been acquired previous to the IPO for an mixture buy value of roughly $25,000, will probably be nugatory (because the holders have waived liquidation rights with respect to such shares), as would be the mixture 595,237 non-public placement items that had been acquired in reference to the IPO by our sponsor and sure of the underwriters of the IPO and sure of such underwriters’ staff for an mixture buy value of $5,952,370. Such founder shares and personal placement items had an mixture market worth of roughly $47,195,079 primarily based on the closing value of our Class A typical inventory and items of $10.40 and $10.44, respectively, on the Nasdaq Capital Market on November 20, 2023;

•        Even when the buying and selling value of our Class A typical inventory was as little as $1.52 per share, the combination market worth of the founder shares alone (with out taking into consideration the worth of the non-public warrants underlying the non-public placement items) could be roughly equal to the preliminary funding in us by our preliminary stockholders. Because of this, if an preliminary enterprise mixture is accomplished, our preliminary stockholders are possible to have the ability to make a considerable revenue on their funding in us even at a time when the Class A typical

inventory has misplaced important worth. Alternatively, if the Constitution Modification Proposal isn’t accredited and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, our preliminary stockholders will lose their complete funding in us;

•        Every of our anchor buyers has acquired from our sponsor an oblique financial curiosity in 100,000 founder shares (or an mixture of 900,000 founder shares) on the authentic buy value that our sponsor paid for the founder shares. Our sponsor has agreed to distribute such founder shares to our anchor buyers after the completion of our preliminary enterprise mixture. Because of this, if an preliminary enterprise mixture is accomplished, our anchor buyers could make a considerable revenue on their funding in us, even at a time when the Class A typical inventory has misplaced important worth. Our anchor buyers could subsequently have completely different pursuits with respect to a vote on the Constitution Modification Proposal than different public stockholders and an incentive to vote any public shares they personal in favor of such proposal. Nevertheless, we’re not conscious of any preparations or understandings amongst our anchor buyers with regard to voting, together with voting with respect to the Constitution Modification Proposal;

•        In reference to the IPO, our sponsor agreed that it is going to be liable underneath sure circumstances to make sure that the proceeds within the belief account usually are not diminished by any claims by a 3rd get together for companies rendered or merchandise offered to us, or a potential goal enterprise with which now we have entered right into a written letter of intent, confidentiality or different related settlement or enterprise mixture settlement;

•        All rights laid out in our constitution regarding the appropriate of officers and administrators to be indemnified by us, and of our officers and administrators to be exculpated from financial legal responsibility with respect to prior acts or omissions, will proceed after an preliminary enterprise mixture. If an preliminary enterprise mixture isn’t accredited and we liquidate, we won’t be able to carry out our obligations to our officers and administrators underneath these provisions;

•        None of our officers or administrators has acquired any money compensation for companies rendered to us. All the present members of the Board are anticipated to proceed to function administrators at the least by means of the date of the particular assembly and should proceed to serve following an preliminary enterprise mixture and obtain compensation thereafter; and

•        Our sponsor, officers and administrators, or any of their respective associates, are entitled to reimbursement for any out-of-pocket bills incurred in reference to actions on our behalf equivalent to figuring out potential goal companies and performing due diligence on appropriate enterprise mixtures. If the Constitution Modification Proposal isn’t accredited and we don’t consummate an preliminary enterprise mixture by the Present Termination Date, they won’t have any declare towards the belief account for reimbursement. Accordingly, we could not be capable of reimburse these bills if an preliminary enterprise mixture isn’t accomplished.

The Board’s Causes for the Constitution Modification Proposal and Its Advice

As mentioned under, after cautious consideration of all related elements, the Board has decided that the Constitution Modification Proposal is advisable and unanimously recommends that you simply vote “FOR” such proposal. The Board expresses no opinion as as to if it’s best to make the Election to redeem your public shares.

We’re a clean test firm included on June 17, 2020 as a Delaware company and fashioned for the aim of effecting a merger, capital inventory trade, asset acquisition, inventory buy, reorganization or different related enterprise mixture with a number of companies. On August 17, 2021, we consummated the IPO of 15,000,000 items, and on August 25, 2021, we consummated the sale of 761,850 extra items because of the underwriters’ partial train of their over-allotment possibility. Every unit consisted of 1 share of Class A typical inventory and one-half of 1 redeemable warrant, every complete warrant entitling the holder thereof to buy one share of Class A typical inventory at an train value of $11.50 per share, topic to adjustment. The items had been offered at an providing value of $10.00 per unit, producing whole gross proceeds of $157,618,500. Concurrently with the consummation of the IPO, we consummated the non-public placement of an mixture of 580,000 non-public placement items to our sponsor and sure of the underwriters of the IPO and sure of such underwriters’ staff at a value of $10.00 per non-public placement unit, producing whole gross proceeds of $5,800,000. Concurrently with the closing of the partial train of the over-allotment possibility, we consummated the non-public placement of an mixture of 15,237 extra non-public placement items to such purchasers at $10.00 per extra non-public placement unit, producing whole gross proceeds of $152,370. On April 18, 2023, we

held the April Particular Assembly. On the April Particular Assembly, our stockholders accredited, amongst different issues, the First Extension. On April 20, 2023, in reference to the implementation of the First Extension, the preliminary stockholders voluntarily elected to transform the founder shares from shares of our Class B widespread inventory to shares of our Class A typical inventory, on a one-for-one foundation, and we redeemed 14,286,357 public shares correctly tendered for redemption in reference to the First Extension, at a redemption value of roughly $10.16 per share, for an mixture redemption quantity of roughly $145.2 million. As of September 30, 2023, we had roughly $15.3 million within the belief account and 6,011,192 shares of our widespread inventory issued and excellent, consisting solely of shares of Class A typical inventory.

Our constitution supplies that now we have till the Present Termination Date to consummate an preliminary enterprise mixture. The Constitution Modification Proposal is crucial to the general implementation of the Board’s plan to finish an preliminary enterprise mixture. Approval of the Constitution Modification Proposal is a situation to the implementation of the Extension. On July 18, 2023, we entered into the Enterprise Mixture Settlement with TopCo, Merger Sub and Filament, which supplies for the Proposed Enterprise Mixture. In reference to the Proposed Enterprise Mixture, TopCo has filed with SEC the Registration Assertion in reference to the registration underneath the Securities Act of sure securities to be issued by TopCo pursuant to the Proposed Enterprise Mixture, which features a proxy assertion/prospectus that constitutes (i) a prospectus regarding the provide of such TopCo securities and (ii) a proxy assertion in reference to our solicitation of proxies for the vote to approve the Proposed Enterprise Mixture and different issues as described within the Registration Assertion. On November 13, 2023, the Registration Assertion was declared efficient by the SEC, and we then filed the definitive proxy assertion/prospectus with the SEC and commenced the mailing of the definitive proxy assertion/prospectus and different related paperwork to our stockholders as of November 6, 2023, the file date established for voting on the Proposed Enterprise Mixture. Whereas we at present anticipate closing the Proposed Enterprise Mixture previous to the Present Termination Date, we perceive that unexpected occasions might come up that may delay the consummation of the Proposed Enterprise Mixture. Due to this fact, out of an abundance of warning, now we have decided to hunt stockholder approval to increase the date by which we should consummate an preliminary enterprise mixture. Within the occasion that we consummate the Proposed Enterprise Mixture previous to the particular assembly or consider that we will consummate the Proposed Enterprise Mixture previous to the Present Termination Date, or the Board in any other case determines to not proceed with the Extension previous to the particular assembly, we is not going to maintain the particular assembly.

The affirmative vote of at the least sixty-five % (65%) of all then excellent shares of our widespread inventory entitled to vote thereon on the particular assembly is required to impact an modification to our constitution that may prolong our company existence past the Present Termination Date. Moreover, our constitution requires that each one public stockholders have a chance to redeem their public shares within the case that our company existence is prolonged. We consider that this constitution provision was included to guard our stockholders from having to maintain their investments for an unreasonably lengthy interval if we don’t consummate an appropriate preliminary enterprise mixture within the timeframe contemplated by our constitution. Given our expenditure of time, effort and cash on discovering a possible preliminary enterprise mixture, we consider circumstances warrant offering those that wish to take into account whether or not the Proposed Enterprise Mixture is a horny funding with a chance to think about such transaction, inasmuch as we’re additionally affording public stockholders who want to redeem all or a portion of their public shares the chance to take action, as required underneath our constitution. Accordingly, we consider the Extension is in keeping with our constitution.

You aren’t being requested to vote on the Proposed Enterprise Mixture or every other preliminary enterprise mixture pursuant to this proxy assertion. If the Extension is carried out and you don’t make the Election to redeem all your public shares in reference to the Extension, you’ll retain the appropriate to vote on the Proposed Enterprise Mixture (or every other preliminary enterprise mixture) when it’s submitted to the general public stockholders (offered that you’re a stockholder on the file date for a gathering to think about such enterprise mixture) and the appropriate to redeem your public shares for a professional rata portion of the belief account within the occasion the Proposed Enterprise Mixture (or every other preliminary enterprise mixture) is accredited and accomplished or now we have not consummated an preliminary enterprise mixture by the Prolonged Date.

Advice of the Board

The Board unanimously recommends that you simply vote “FOR” the Constitution Modification Proposal. The Board expresses no opinion as as to if it’s best to make the Election to redeem your public shares.

PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will request the chairman of the particular assembly to adjourn the particular assembly to a later date or dates or indefinitely, if needed or handy, to allow additional solicitation and vote of proxies if, primarily based upon the tabulated vote on the time of the particular assembly, there usually are not adequate votes to approve the Constitution Modification Proposal or the Board determines earlier than the particular assembly that it isn’t needed or now not fascinating to proceed with the Constitution Modification Proposal.

The Adjournment Proposal will solely be offered to our stockholders underneath the circumstances described above. If the Adjournment Proposal isn’t accredited by our stockholders, the chairman of the particular assembly could not be capable of train his or her means to adjourn the particular assembly to a later date or dates or indefinitely, if needed or handy, underneath such circumstances.

Required Vote

The Adjournment Proposal, if offered, have to be accredited by the affirmative vote of at the least a majority of the shares of our widespread inventory entitled to vote thereon and current in particular person (by digital attendance) or by proxy on the particular assembly. Abstentions will subsequently have the impact of a vote towards the Adjournment Proposal, however dealer non-votes or failure to vote, if a quorum is in any other case established, could have no impact on the end result of the vote on the Adjournment Proposal.

All of our preliminary stockholders, officers, administrators and their associates are anticipated to vote any shares of our widespread inventory over which they’ve voting management (together with any public shares owned by them) in favor of the Adjournment Proposal. On the file date, our preliminary stockholders, officers, administrators and their associates collectively beneficially owned and had been entitled to vote an mixture of an mixture of three,940,462 founder shares and 595,237 non-public shares, representing roughly 75.5% of our issued and excellent shares of widespread inventory. On the file date, our preliminary stockholders, officers, administrators and their associates collectively beneficially owned and had been entitled to vote an mixture of an mixture of three,940,462 founder shares and 595,237 non-public shares, representing roughly 75.5% of our issued and excellent shares of widespread inventory. As such possession represents better than the variety of shares of our widespread inventory required to approve the Adjournment Proposal, we don’t anticipate to want any of the general public shares to be voted in favor of the Adjournment Proposal for such proposal to be accredited.

Advice of the Board

The Board unanimously recommends that you simply vote “FOR” the Adjournment Proposal.

BENEFICIAL OWNERSHIP OF SECURITIES

The next desk units forth info concerning the useful possession of our widespread inventory as of November 20, 2023, by:

•        every particular person identified by us to be the useful proprietor of greater than 5% of the excellent shares of our widespread inventory;

•        every of our officers and administrators; and

•        all our officers and administrators as a gaggle.

Until in any other case indicated, we consider that each one individuals named within the desk have sole voting and funding energy with respect to all shares of our widespread inventory beneficially owned by them. The next desk doesn’t replicate file or useful possession of our warrants, together with the non-public warrants underlying the non-public placement items, as a result of such warrants usually are not exercisable inside 60 days of the date of this proxy assertion.

Now we have primarily based our calculation of the share of useful possession on 6,011,192 shares of widespread inventory excellent on November 20, 2023, consisting solely of shares of Class A typical inventory.

STOCKHOLDER PROPOSALS

If the Constitution Modification Proposal is accredited and the Extension is carried out, we anticipate that we are going to maintain one other particular assembly of stockholders earlier than the Prolonged Date to think about and vote upon the Proposed Enterprise Mixture (or one other preliminary enterprise mixture). Accordingly, if the Proposed Enterprise Mixture is accredited and consummated, we is not going to maintain a 2024 annual assembly of stockholders as a result of we is not going to be a separate public firm, and you’ll be entitled to attend and take part in TopCo’s annual conferences of shareholders.

If the Constitution Modification Proposal is accredited and the Extension is carried out, and we consummate an preliminary enterprise mixture aside from the Proposed Enterprise Mixture by which we stay a separate public firm, we anticipate that our 2024 annual assembly of stockholders could be held no later than December 31, 2024. For any proposal to be thought-about for inclusion in our proxy assertion and type of proxy for submission to the stockholders at such 2024 annual assembly of stockholders, it have to be submitted in writing and adjust to the necessities of Rule 14a-8 of the Change Act.

As well as, discover of a nomination or proposal have to be delivered to our company secretary at our principal govt workplaces not later the shut of enterprise on the 90th day nor sooner than the shut of enterprise on the 120th day earlier than the anniversary date of the instantly previous annual assembly of stockholders; offered, nonetheless, that within the occasion that the annual assembly is greater than 30 days earlier than or greater than 70 days after such anniversary date, discover by the stockholder to be well timed have to be so delivered not sooner than the shut of enterprise on the 120th day earlier than the assembly and never later than the later of (x) the shut of enterprise on the 90th day earlier than the assembly or (y) the shut of enterprise on the tenth day following the day on which public announcement of the date of the annual assembly is first made by us. Nominations and proposals additionally should fulfill different necessities as could also be set forth in our bylaws. The Chairman of the Board could refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.

Alternatively, if the Constitution Modification Proposal isn’t accredited and we don’t consummate the Proposed Enterprise Mixture (or one other preliminary enterprise mixture) by the Present Termination Date, we are going to dissolve and liquidate, and there will probably be no annual assembly of stockholders in 2024.

Stockholder and Get together Communications

Stockholders and events could talk with the Board, any committee chairperson or the non-management administrators as a gaggle by writing to the Board or committee chairperson in care of Jupiter Acquisition Company, 11450 SE Dixie Hwy, Suite 105, Hobe Sound, FL 33455.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Until now we have acquired opposite directions, we could ship a single copy of this proxy assertion to any family at which two or extra stockholders reside if we consider the stockholders are members of the identical household. This course of, generally known as “householding,” reduces the amount of duplicate info acquired at anybody family and helps to cut back our bills. Nevertheless, if stockholders desire to obtain a number of units of our disclosure paperwork on the identical handle sooner or later, the stockholders ought to observe the directions described under. Equally, if an handle is shared with one other stockholder and collectively each of the stockholders wish to obtain solely a single set of our disclosure paperwork, the stockholders ought to observe these directions:

•        If the shares are registered within the identify of the stockholder, the stockholder could notify us of his or her request by calling or writing Morrow Sodali LLC, our proxy solicitor, at 333 Ludlow Road, 5th Ground, South Tower, Stamford, CT 06902, phone quantity: (800) 662-5200, e-mail: [email protected]; or

•        If a financial institution, dealer or different nominee holds the shares, the stockholder ought to contact the financial institution, dealer or different nominee immediately; banks or brokers could name Morrow Sodali LLC accumulate at (203) 658-9400.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and quarterly stories and different stories and data with the SEC. We distribute to our stockholders annual stories containing monetary statements audited by our unbiased registered public accounting agency and, upon request, quarterly stories for the primary three quarters of every fiscal yr containing unaudited monetary info. As well as, the stories and different info are filed by means of Digital Information Gathering, Evaluation and Retrieval (generally known as “EDGAR”) system and are publicly out there on the SEC’s web site, situated at http://www.sec.gov. We are going to present with out cost to you, upon written or oral request, a duplicate of the stories and different info filed with the SEC.

Any requests for copies of data, stories or different filings with the SEC must be directed Jupiter Acquisition Company, 11450 SE Dixie Hwy, Suite 105, Hobe Sound, FL 33455.

With a purpose to obtain well timed supply of the paperwork upfront of the particular assembly, you could make your request for info no later than December 7, 2023 (seven days previous to the particular assembly).

ANNEX A

PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
JUPITER ACQUISITION CORPORATION

            , 2023

Jupiter Acquisition Company, an organization organized and present underneath the legal guidelines of the State of Delaware (the “Company”), DOES HEREBY CERTIFY AS FOLLOWS:

1.           The identify of the Company is “Jupiter Acquisition Company”. The unique Certificates of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on June 17, 2020. The Amended and Restated Certificates of Incorporation was filed with the Secretary of State of the State of Delaware on September 10, 2020, and an Modification to the Amended and Restated Certificates of Incorporation was filed with the Secretary of State of the State of Delaware on April 20, 2023 (as amended, the “Amended and Restated Certificates”).

2.           This Modification to the Amended and Restated Certificates of Incorporation amends the Amended and Restated Certificates.

3.           This Modification to the Amended and Restated Certificates of Incorporation was duly adopted by the Board of Administrators of the Company and the holders of at the least sixty-five % (65%) of the excellent shares of the widespread inventory of the Company in accordance with Part 242 of the Basic Company Regulation of the State of Delaware.

4.           The textual content of Part 9.1(b) is hereby amended and restated to learn in full as follows:

(b)          Instantly after the Providing, a specific amount of the web providing proceeds acquired by the Company within the Providing (together with the proceeds of any train of the underwriters’ over-allotment possibility) and sure different quantities specified within the Company’s registration assertion on Type S-1, as initially filed with the Securities and Change Fee (the “SEC”) on August 25, 2020, as amended (the “Registration Assertion”), shall be deposited in a belief account (the “Belief Account”), established for the good thing about the Public Stockholders (as outlined under) pursuant to a belief settlement described within the Registration Assertion. Aside from the withdrawal of curiosity earnings (if any) to pay the Company’s taxes, if any, not one of the funds held within the Belief Account (together with the curiosity earned on the funds held within the Belief Account) will probably be launched from the Belief Account till the earliest to happen of (i) the completion of the preliminary Enterprise Mixture, (ii) the redemption of 100% of the Providing Shares (as outlined under) if the Company doesn’t full its preliminary Enterprise Mixture by June 30, 2024 or such earlier date as decided by the Board (the “Termination Date”), topic to relevant regulation, and (iii) the redemption of Providing Shares in reference to a stockholder vote to approve an modification to this Amended and Restated Certificates that (A) would have an effect on the substance or timing of the Company’s obligation to permit redemption in reference to the preliminary Enterprise Mixture or to redeem 100% of the Providing Shares if the Company has not accomplished an preliminary Enterprise Mixture by the Termination Date or (B) with respect to stockholders’ rights or pre-initial Enterprise Mixture exercise (as described in Part 9.7). Holders of shares of the Widespread Inventory included as a part of the items offered within the Providing (the “Providing Shares”) (whether or not such Providing Shares had been bought within the Providing or within the secondary market following the Providing and whether or not or not such holders are the Sponsor or officers or administrators of the Company, or any associates of any of the foregoing) are referred to herein as “Public Stockholders.”

IN WITNESS WHEREOF, Jupiter Acquisition Company has triggered this Modification to the Amended and Restated Certificates of Incorporation to be duly executed in its identify and on its behalf by a licensed officer as of the date first set above.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Web – QUICK EASY IMMEDIATE – 24 Hours a Day, 7 Days a Week or by Mail JUPITER ACQUISITION CORPORATION Your Web vote authorizes the named proxies to vote your shares in the identical method as in case you marked, signed and returned your proxy card. Votes submitted electronically over the Web have to be acquired by 11:59 p.m., Jap Time,on December 13, 2023. INTERNET – www.cstproxyvote.com Use the Web to vote your proxy. Haveyour proxy card out there if you entry the above web site. Comply with the prompts to vote your shares. Vote on the Assembly – For those who plan to attend the digital on-line particular assembly, you will want your 12 digit management quantity to vote electronically on the particular assembly. To attend: https://www.cstproxy.com/jupiteracquisitioncorp/ext2023 MAIL – Mark, signal and date your proxy card and return it within the postage-paid envelope offered. PLEASE DO NOT RETURN THE PROXY CARDIF YOU ARE VOTING ELECTRONICALLY. FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE PROVIDED PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. Please mark your votes like this Proposal 1 — The Constitution Modification Proposal To amend the Firm’s amended and restated certificates of incorporation, as amended up to now, within the kind set forth as Annex A to the accompanying proxy assertion, to increase the date by which the Firm should consummate an preliminary enterprise mixture from December 17, 2023 to June 30, 2024 or such earlier date as decided by the Firm’s board of administrators (the “Board”) (the “Constitution Modification Proposal”). FOR AGAINST ABSTAIN Proposal 2 — The Adjournment Proposal To direct the chairman of the Particular Assembly to adjourn the Particular Assembly to a later date or dates or indefinitely, if needed or handy, to allow additional solicitation and vote of proxies if, primarily based upon the tabulated vote on the time of the Particular Assembly, there usually are not adequate votes to approve the Constitution Modification Proposal or the Board determines earlier than the Particular Assembly that it isn’t needed or now not fascinating to proceed with the Constitution Modification Proposal. CONTROL NUMBER Signature Signature, if held collectively date ,2023 Signature ought to agree with identify printed hereon. If inventory is held within the identify of a couple of particular person, EACH joint proprietor ought to signal. Executors, directors, trustees, guardians, and attorneys ought to point out the capability by which they signal. Attorneys ought to submit powers of legal professional.