United States securities and exchange commission logo





                              March 16, 2023

       James N. Hauslein
       Chief Executive Officer
       Jupiter Acquisition Corporation
       11450 SE Dixie Hwy, Suite 105
       Hobe Sound, FL 33455

                                                        Re: Jupiter Acquisition
Corporation
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed March 13,
2023
                                                            File No. 001-39505

       Dear James N. Hauslein:

              We have reviewed your filing and have the following comment. In
our comment, we may
       ask you to provide us with information so we may better understand your
disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
                                                        Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
                                                        as a result, the pool
of potential targets with which you could complete an initial business
                                                        combination may be
limited. Further, disclose that the time necessary for government
                                                        review of the
transaction or a decision to prohibit the transaction could prevent you from
                                                        completing an initial
business combination and require you to liquidate. Disclose the
                                                        consequences of
liquidation to investors, such as the losses of the investment
                                                        opportunity in a target
company, any price appreciation in the combined company, and the
 James N. Hauslein
Jupiter Acquisition Corporation
March 16, 2023
Page 2
      warrants, which would expire worthless.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Victor Rivera Melendez at 202-551-4182 or Dorrie Yale at
202-551-8776
with any questions.



                                                          Sincerely,
FirstName LastNameJames N. Hauslein
                                                          Division of
Corporation Finance
Comapany NameJupiter Acquisition Corporation
                                                          Office of Real Estate
& Construction
March 16, 2023 Page 2
cc:        Brian N. Wheaton
FirstName LastName