0001213900-21-045127.txt : 20210826 0001213900-21-045127.hdr.sgml : 20210826 20210826185016 ACCESSION NUMBER: 0001213900-21-045127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210825 FILED AS OF DATE: 20210826 DATE AS OF CHANGE: 20210826 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hauslein James N CENTRAL INDEX KEY: 0001384379 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39505 FILM NUMBER: 211213698 MAIL ADDRESS: STREET 1: 165 SOUTH BEACH ROAD CITY: HOBE SOUND STATE: FL ZIP: 33455 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jupiter Acquisition Corp CENTRAL INDEX KEY: 0001817868 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 851508739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11450 SE DIXIE HWY CITY: HOBE SOUND STATE: FL ZIP: 33455 BUSINESS PHONE: 212-207-8884 MAIL ADDRESS: STREET 1: 11450 SE DIXIE HWY CITY: HOBE SOUND STATE: FL ZIP: 33455 4 1 ownership.xml X0306 4 2021-08-25 0 0001817868 Jupiter Acquisition Corp JAQC 0001384379 Hauslein James N C/O JUPITER ACQUISITION CORPORATION 11450 SE DIXIE HWY, SUITE 105 HOBE SOUND FL 33455 1 1 1 0 Chairman, CEO and CFO Class A common stock 2021-08-25 4 P 0 7375 A 432575 I See footnote Class B common stock 2021-08-25 4 J 0 324658 D Class A common stock 324658 2778841 I See footnote Class B common stock Class A common stock 900000 900000 I See footnote In connection with the underwriters' election to partially exercise the over-allotment option granted in connection with the Issuer's initial public offering, Jupiter Founders LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 7,375 additional units (the "Additional Private Placement Units") in a private placement for an aggregate purchase price of $73,750. Each Additional Private Placement Unit consists of one share of Class A common stock and one-half of one warrant. The reported shares are the 7,375 shares of Class A common stock included in such Additional Private Placement Units. The warrants included in the Additional Private Placement Units will become exercisable, if at all, on the later of 30 days after the completion of the Issuer's initial business combination (the "Business Combination") and August 17, 2022, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The securities are held directly by the Sponsor and indirectly by James N. Hauslein as the manager of the Sponsor. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Hauslein and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-248411) (the "Registration Statement") and have no expiration date. 324,658 shares of Class B common stock were forfeited by the Sponsor to the Issuer at no cost in connection with the underwriters' forfeiture of the remaining portion of their over-allotment option, as described in the Registration Statement. The shares are held directly by Jupiter Founders Subsidiary LLC (the "Sponsor Subsidiary") and indirectly by each of the Sponsor, as the managing member of the Sponsor Subsidiary, and Mr. Hauslein, as the manager of the Sponsor. Each of the Sponsor and Mr. Hauslein disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. /s/ Alan I. Annex, Attorney-in-Fact 2021-08-26