Item 8.01 Other Events.
On April 19, 2023, Jupiter Wellness Acquisition Corporation ("JWAC") issued a
press release announcing that its special meeting of shareholders (the
"Meeting"), which was originally scheduled for April 20, 2023, has been
postponed to 10:00 a.m. Eastern Time, on Tuesday, May 2, 2023. At the Meeting,
shareholders of JWAC will be asked to vote on proposals to approve, among other
things, its initial business combination with Chijet Inc., a Cayman Islands
exempted company ("Chijet"), each of the referenced holders of Chijet's
outstanding shares (collectively, the "Sellers"), Chijet Motor Company, Inc., a
Cayman Islands exempted company and wholly-owned subsidiary of Chijet ("Pubco"),
and Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned
subsidiary of Pubco ("Merger Sub"), which JWAC previously announced on its
Current Report on Form 8-K dated October 31, 2022, as amended (the "Business
Combination"). There is no change to the location, the record date, the purpose
or any of the proposals to be acted upon at the Meeting.
As a result of this change, the Meeting will now be held at 10:00 a.m. Eastern
Time on Tuesday, May 2, 2023, via the live webcast at
https://web.lumiagm.com/285719486.
Also as a result of this change, JWAC has extended the deadline for holders of
JWAC's common stock as of the record date of March 8, 2023 to submit their
publicly held shares for redemption in connection with the Business Combination
to 5:00 p.m. Eastern Time on Friday, April 28, 2023.
Shareholders who wish to withdraw their previously submitted redemption requests
may do so prior to the Meeting by requesting the Company's transfer agent
American Stock Transfer & Trust Company to return such shares.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
ADDITIONAL INFORMATION
Pubco has submitted with the SEC a Registration Statement on Form F-4 (as
amended, the "Registration Statement"), which was declared effective on March
30, 2023 and included a proxy statement of JWAC and a prospectus of Pubco in
connection with the proposed transactions (the "Transactions") involving JWAC,
Chijet, the Sellers and Merger Sub pursuant to that certain Business Combination
Agreement executed in connection with the Business Combination. The definitive
proxy statement and other relevant documents were mailed to shareholders of JWAC
as of a record date of March 8, 2023. SHAREHOLDERS OF JWAC AND OTHER INTERESTED
PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH JWAC's SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS
SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT JWAC, CHIJET, PUBCO, THE SELLERS AND THE
TRANSACTIONS. Shareholders will also be able to obtain copies of the
Registration Statement and the proxy statement/prospectus, without charge, once
available, on the SEC's website at www.sec.gov or by directing a request to JWAC
by contacting its Chief Executive Officer, Brian John, Jupiter Wellness
Acquisition Corp., 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477,
at (561) 244-7100.
DISCLAIMER
This report hereto shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.
NO ASSURANCES
There can be no assurance that the proposed Transactions will be completed, nor
can there be any assurance, if the Transactions are completed, that the
potential benefits of combining the companies will be realized. The description
of the Transactions contained herein is only a summary and is qualified in its
entirety by reference to the definitive agreements relating to the Transactions,
copies of which have been filed with the SEC as exhibits to the Registration
Statement.
PARTICIPANTS IN THE SOLICITATION
JWAC, Chijet and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the shareholders of JWAC
in connection with the Transactions. Information regarding the officers and
directors of JWAC is set forth in JWAC's annual report on Form 10-K, which was
filed with the SEC on December 30, 2022. Additional information regarding the
interests of such potential participants are included in the Registration
Statement (and is included in the definitive proxy statement/prospectus for the
Transactions) and other relevant documents filed with the SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this report contains certain "forward-looking statements"
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 with respect to the proposed business combination.
These forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend," "strategy,"
"future," "opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result" and similar expressions, but the absence
of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Actual results may differ
from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events.
Many factors could cause actual future events to differ materially from the
forward-looking statements in this press release, including but not limited to:
(i) the risk that the business combination may not be completed in a timely
manner or at all, which may adversely affect the price of JWAC's securities;
(ii) the failure to satisfy the conditions to the consummation of the business
combination, including the approval of the business combination agreement by the
stockholders of JWAC; (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the business combination
agreement; (iv) the outcome of any legal proceedings that may be instituted
against any of the parties to the business combination agreement following the
announcement of the entry into the business combination agreement and proposed
business combination; (v) the ability of the parties to recognize the benefits
of the business combination agreement and the business combination; (vi) the
lack of useful financial information for an accurate estimate of future capital
expenditures and future revenue; (vii) statements regarding Chijet's industry
and market size; (viii) financial condition and performance of Chijet and Pubco,
including the anticipated benefits, the implied enterprise value, the expected
financial impacts of the business combination, potential level of redemptions of
JWAC's public shareholders, the financial condition, liquidity, results of
operations, the products, the expected future performance and market
opportunities of Chijet and Pubco; and (ix) those factors discussed in JWAC's
and Pubco's filings with the SEC and that will be contained in the registration
statement on Form F-4 and the related proxy statement relating to the business
combination. You should carefully consider the foregoing factors and the other
risks and uncertainties that will be described in the "Risk Factors" section of
the registration statement on Form F-4 and related proxy statement and other
documents to be filed by JWAC or Pubco from time to time with the SEC. These
filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and while Chijet, JWAC and Pubco may elect to update
these forward-looking statements at some point in the future, they assume no
obligation to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise, subject to applicable
law. None of Chijet, JWAC or Pubco gives any assurance that Chijet, JWAC or
Pubco will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated April 19, 2023
104 Cover Page Interactive Data File
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