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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 12, 2023

Jupiter Acquisition Corporation

(Exact name of registrant as specified in its charter)

(212) 207-8884

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, Nomura Securities International, Inc. (“Nomura”) notified Jupiter Acquisition Corporation (the “Company”), pursuant to a letter dated March 31, 2023, among other matters, that Nomura waived its entitlement to payment of the deferred fee payable to Nomura pursuant to the Underwriting Agreement, dated as of August 12, 2021, between the Company and Nomura, as representative of the several underwriters named therein, included as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2021 (the “Underwriting Agreement”).

On April 12, 2023, Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg” and, together with Brookline, the “Underwriters”), constituting all of the underwriters named in the Underwriting Agreement (other than Nomura), notified the Company pursuant to a letter dated as of April 6, 2023 (the “Letter Agreement”), that each of the Underwriters will accept 150,000 common shares of the surviving company of the Company’s initial business combination in full satisfaction of the aggregate $1,469,991 that would be payable to the Underwriters upon the closing of the Company’s initial business combination pursuant to the Underwriting Agreement. A copy of the Letter Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference

The Company continues to search for potential target companies to complete an initial business combination, but there can be no assurance that such a transaction will be completed.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 17, 2023

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