F-4 1 formf-4.htm

As filed with the U.S. Securities and Exchange Commission on March 9, 2023.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Chijet Motor Company, Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands	3711	N/A
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification No.)

Sertus Chambers

Governors Square, Suite #5-204

23 Lime Tree Bay Avenue, P.O. Box 2547

Grand Cayman, KY1-1104, Cayman Islands

+86-0535-2766221

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory Sichenzia, Esq.		Barry I. Grossman, Esq.
Arthur S. Marcus, Esq.		Nahal A. Nellis, Esq.
Sichenzia Ross Ference LLP		Ellenoff Grossman & Schole LLP
1185 Avenue of Americas		1345 Avenue of the Americas
New York, New York 10036		New York, New York 10105
Telephone: (212) 930-9700		Telephone: (212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company

☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED MARCH 9, 2023

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

JUPITER WELLNESS ACQUISITION CORP.

AND PROSPECTUS FOR UP TO 183,391,795 ORDINARY SHARES OF

CHIJET MOTOR COMPANY, INC.

To the Stockholders of Jupiter Wellness Acquisition Corp.:

You are cordially invited to attend the special meeting of stockholders (the “special meeting”) of Jupiter Wellness Acquisition Corp., a Delaware corporation, which we refer to as “JWAC,” “we,” “us” or “our”, to be virtually held at 10:00 a.m., Eastern time, on March 29, 2023 . The special meeting can be accessed via live webcast by visiting , where you will be able to listen to the meeting live and vote during the meeting.

On October 25, 2022 we entered into a Business Combination Agreement with Chijet Inc., a Cayman Islands exempted company (“Chijet”), each of the referenced holders of Chijet’s outstanding ordinary shares (collectively, the “Sellers”), Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”) and Chijet Motor Company, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Chijet (“Pubco” or “Chijet Motors”) (as it may be amended from time to time, the “BCA”). Subject to its terms and conditions, the Business Combination Agreement provides that JWAC and Chijet will become wholly-owned subsidiaries of Pubco, a newly formed holding company. Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles, and an over 60% interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures and sells traditional fuel vehicles. The transactions contemplated by the BCA are referred to herein as the “Business Combination”.

This registration statement and the accompanying proxy/statement prospectus relate to an offering of ordinary shares of Pubco, par value $0.0001 per share (which we refer to as the Pubco Ordinary Shares), the holding company in the Business Combination, which is domiciled in the Cayman Islands. After consummation of the Business Combination, Pubco will directly own Chijet, which operates through its indirect subsidiaries, Baoya, and Baoya’s subsidiary, FAW Jilin. For more information, see “Information about Chijet — The Combined Company and Our Structure before and after the Business Combination”.

Pursuant to the Business Combination and BCA (a) Pubco will acquire all of the issued and outstanding capital shares of Chijet held by the Sellers in exchange for ordinary shares of Pubco, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco (the “Share Exchange”); and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco.

The BCA provides that at the effective time of the Business Combination (the “Effective Time”):

(i)

all of the outstanding shares of JWAC’s Class A Common Stock, par value $0.0001 per share (the “JWAC Common Stock”) will be exchanged for the right to receive 14,705,000 Pubco Ordinary Shares; and all of the outstanding shares of JWAC’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), according to our certificate of incorporation, will be converted into JWAC Common Stock and likewise exchanged for the right to receive 3,450,000 Pubco Ordinary Shares (following which exchange all shares of JWAC Common Stock and such shares of Class B Common Stock will be cancelled and cease to exist); and

(ii)

the registered holder of each outstanding right to receive one eighth (1/8) of one share of JWAC Common Stock (collectively, the “JWAC Rights”) will be issued the number of full shares of JWAC Common Stock to which such holder of JWAC Rights is eligible, and which shall be exchanged for the equivalent number of Pubco Ordinary Shares, comprising the amount of 1,803,625 Pubco Ordinary Shares; and

(iii)

the Sellers will receive the number of Pubco Ordinary Shares in the Share Exchange that shall have an aggregate value equal to One Billion Six Hundred Million Dollars ($1,600,000,000), comprising the amount of 157,519,170 of Pubco Ordinary Shares, subject to certain Sellers having an earnout (the “Earnout”) which would adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674 million) based on certain post-Closing financial performance and stock price metrics of Pubco, and all upon the terms and subject to the conditions set forth in the BCA.

According to the terms of our privately placed warrant to the representative of the underwriters in connection with our initial public offering (the “Representative Warrant”), the Representative Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares, comprising 414,000 Pubco Ordinary Shares. In addition, according to the terms of a privately placed warrant granted by Baoya to Greentree Financial Group Inc. (“Greentree”), a financial consultant of Baoya (“GT Warrant”), GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares, comprising 5,000,000 Pubco Ordinary Shares. For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

In connection with the Earnout, the holders of JWAC Common Stock shall additionally receive a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged as described above, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers Securities, Inc. (“I-Bankers”) which served as underwriter in our initial public offering) have waived their rights to receive a CVR relating to those privately placed shares.

It is anticipated that, immediately following completion of the Business Combination and if there are no redemptions by JWAC’s public stockholders and assuming all holders exercise their JWAC Rights and the Representative Warrant and GT Warrant are exercised, JWAC’s existing stockholders, including Jupiter Wellness Sponsor LLC (the “Sponsor”), will own approximately 10.8% of the outstanding Pubco Ordinary Shares (of which approximately 2.4% will be owned by the Sponsor and our officers and directors), I-Bankers and Greentree will collectively own approximately 3.3% of the outstanding Pubco Ordinary Shares, and the existing holders of Chijet’s ordinary shares, the Sellers, will own approximately 85.9% of the outstanding Pubco Ordinary Shares. If there are redemptions by JWAC’s public stockholders up to the maximum level that would permit completion of the Business Combination, and likewise assuming exercise of the JWAC Rights, Representative Warrant and GT Warrant, immediately following completion of the Business Combination, JWAC’s existing stockholders, including the Sponsor, will own approximately 4.5% of Pubco Ordinary Shares (of which approximately 2.5% will be owned by the Sponsor and our officers and directors), I-Bankers and Greentree will collectively own approximately 3.5% of the outstanding Pubco Ordinary Shares, and the Sellers will own approximately 92.0% of Pubco Ordinary Shares. These percentages include Pubco Ordinary Shares issuable in connection with (i) the Earnout, (ii) 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and (iii) the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree, following the consummation of the Business Combination, as described in the accompanying proxy statement/prospectus. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

At the special meeting, our stockholders will be asked to consider and vote upon the following proposals:

●

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the Share Exchange and the merger of JWAC with and into a wholly-owned subsidiary of the newly formed holding company Pubco, with each of JWAC and Chijet surviving as a separate, direct, wholly-owned subsidiary of Pubco, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus (which we collectively refer to as the “Business Combination Proposal”);

●

Proposal No. 2 — The Charter Amendments Proposal — to consider and vote upon a proposal to approve amended and restated memorandum and articles of association of Pubco (the “Proposed Charter”) in accordance with our certificate of incorporation, in the form attached hereto as Annex B (which we refer to as the “Charter Amendments Proposal”);

●

Proposal No. 3— The Advisory Charter Amendments Proposals — to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with U.S. Securities and Exchange Commission (“SEC”) requirements (which we refer to as the “Advisory Charter Amendments Proposals”);

●

Proposal No. 4 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market (“Nasdaq”), the issuance of more than 20% of the total issued and outstanding Pubco Ordinary Shares in connection with the Business Combination (which we refer to as the “Nasdaq Proposal”);

●

Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Chijet Motors 2023 Stock Incentive Plan (the “Incentive Plan”), effective upon the consummation of the Business Combination, including the authorization of the shares reserve under the Incentive Plan, in substantially the form attached to the accompanying proxy statement/prospectus as Annex C (which we refer to as the “Incentive Plan Proposal”); and

●

Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting (which we refer to as the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. Each of the Advisory Charter Amendments Proposals and the Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. The consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that JWAC has cash and cash equivalents (including funds remaining in the its Trust Account after completion and payment of the redemption, which is offered as described in the accompanying proxy statement/prospectus in connection with the Business Combination, and the proceeds of any private placement financing) of $10 million, which is net of JWAC’S unpaid expenses and liabilities, if any.

The JWAC Common Stock and JWAC Rights, are currently listed on the Nasdaq Capital Market under the symbols “JWAC” and “JWACR,” respectively. We intend to list the Pubco Ordinary Shares on the Nasdaq Capital Market under the symbol “CJET” upon the consummation of the Business Combination.

The Board of Directors of JWAC (the “Board”) has fixed the close of business on March 8, 2023 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the special meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the proposals to be considered at the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and approved the Business Combination, has approved the other proposals described in this proxy statement/ prospectus, and has determined that it is advisable to consummate the Business Combination.

The JWAC board of directors recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting. We urge you to read the accompanying proxy statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Board, you should keep in mind that JWAC’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder of JWAC. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to stockholders of JWAC rather than liquidating JWAC. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page 80 of this proxy statement/prospectus. See also the section entitled “The Business Combination Proposal — Interests of JWAC’s Directors and Officers and Others in the Business Combination” for additional information.

Pursuant to our current certificate of incorporation, our public stockholders have redemption rights in connection with the Business Combination. Our public stockholders are not required to affirmatively vote for or against the Business Combination to redeem their shares of common stock. This means that public stockholders who hold shares of JWAC Common Stock on or before March 27, 2023 (two (2) business days before the special meeting) will be eligible to elect to have their shares of JWAC Common Stock redeemed for cash in connection with the special meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the special meeting. JWAC public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.

Pubco, with Chijet being its wholly-owned subsidiary post-Business Combination, is a holding company incorporated in the Cayman Islands with its headquarters in Sertus Chamber, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O . Box 2547, Grand Cayman, KY1-1104, Cayman Islands . Pubco conducts its operations through Chijet and its subsidiaries, and Pubco’s global headquarters are based in No. 8, Beijing South Road Economic & Technological Development Zone Yantai, Shandong, CN-37 264006 People’s Republic of China, or Mainland China. The securities registered herein are securities of Pubco, not those of its operating companies. Investments in Pubco’s securities are not purchases of equity securities of these operating subsidiaries in the Mainland China but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

Because some of the operations of Pubco are conducted in Mainland China through its wholly-owned subsidiary Chijet and its subsidiaries, the Chinese government may exercise significant oversight and discretion over the conduct of Chijet’s business in Mainland China and may intervene in or influence its operations at any time, which could result in a material change in Chijet’s operations and/or the value of Pubco’s securities post-Business Combination. Please refer to the section entitled “Risk Factors — Risks Related to Doing Business in China” for a detailed discussion of the risks as a result of Chijet’s corporate structure.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted outside Mainland China and/or foreign investments in Mainland China-based issuers. While post-Business Combination, Pubco will be a company headquartered in Sertus Chambers，Governors Square，Suite # 5-204，23 Lime Tree Bay Avenue，P.O . Box 2547，Grand Cayman，KY1-1104，Cayman Islands, its subsidiary Chijet’s headquarters are in No. 8, Beijing South Road Economic & Technological Development Zone Yantai, Shandong, CN-37 264006 People’s Republic of China and a majority of its operations will be conducted in Mainland China, and any future action by the government of the People’s Republic of China, or PRC, expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or hinder Pubco’s ability to offer or continue to offer securities to investors post-Business Combination and could cause the value of such securities to significantly decline.

Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed outside Mainland China using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. In particular, on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which will come into effect on March 31, 2023. The Trial Measures will apply to overseas securities offerings and/or listings conducted by (i) companies incorporated in the PRC, or PRC domestic companies, directly and (ii) companies incorporated overseas with operations primarily in the PRC and valued on the basis of interests in PRC domestic companies, or indirect offerings. The Trial Measures requires (1) the filings of the overseas offering and listing plan by the PRC domestic companies with the CSRC under certain conditions, and (2) the filing of their underwriters with the CSRC under certain conditions and the submission of an annual report to the CSRC within the required timeline. As advised by Chijet’s Mainland China counsel, Jincheng Tongda & Neal Law Firm (“JT&N”), as Chijet, Inc.’s PRC subsidiaries accounted for more than 50% of its consolidated revenues, profit, total assets or net assets for the fiscal years ended December 31, 2022 and 2021, and the key components of its operations are carried out in the PRC, this offering will be considered an indirect offering and Chijet will be subject to the filing requirements for this offering under the Trial Measures if it fails to obtain approval from the U.S. regulatory authorities or stock exchanges prior to the effectiveness of the Trial Measures, or if it obtains the approval from the U.S. regulatory authorities or stock exchanges before the effective time of the Trial Measures but fails to complete this offering within the 6-month transition period. As of the date of this prospectus, except for the Trial Measures, no other relevant laws or regulations in the PRC explicitly require Chijet to seek approval from the CSRC, Cyberspace Administration of China (“CAC”) or any other PRC governmental authorities for its overseas listing plan, as it does not have a variable interest entity structure and as of the date hereof, its business does not involve any type of restricted industry, nor has any of Chijet’s subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC, CAC or any other PRC governmental authorities. Because these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies in Mainland China will respond to them, or what existing or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on the daily business operations of the Chinese subsidiaries of Chijet or their ability of to accept foreign investments, and value of Pubco’s securities post-Business Combination.

Pubco and its PRC subsidiaries are also subject to various restrictions on intercompany fund transfers and foreign exchange control under current PRC laws and regulations and could be subject to additional, more onerous restrictions under new PRC laws and regulations that may come into effect in the future. For example, Pubco’s PRC subsidiaries may pay dividends only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with PRC accounting standards and regulations; each of the PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital; the PRC subsidiaries are required to complete certain procedural requirements related to foreign exchange control in order to make dividend payments in foreign currencies; a withholding tax, at the rate of 10% or lower, is payable by the PRC subsidiaries upon dividend remittance; approval from or registration with competent PRC government authorities is required where Renminbi is to be converted into foreign currency and remitted out of Mainland China to pay capital expenses, such as the repayment of loans denominated in foreign currencies. As of the date hereof, neither Chijet nor any of its subsidiaries have made any dividends or distributions to their parent companies or any investor, and there has been no transfer of cash among Chijet and its subsidiaries. Pubco currently does not have a specific timetable on when to settle the amounts owed within the group and plans to distribute cash dividends after it becomes profitable. See page 62 of Chijet’s audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information on the amount of cash balances held as of December 31, 2020 and 2021 and June 30, 2022, respectively. Any determination to pay dividends in the future post-Business Combination will be at the discretion of Pubco’s board of directors.

For Pubco’s operations in Mainland China post-Business Combination, if Pubco intends to distribute dividends from its subsidiaries in Mainland China in the future, such subsidiaries will transfer the dividends to Baoyaev Group Limited, Pubco’s Hong Kong-incorporated subsidiary which controls all of its operating subsidiaries in Mainland China in accordance with the laws and regulations of Mainland China, and then the Hong Kong-incorporated subsidiary will transfer the dividends all the way up to Pubco, and the dividends will be distributed from Pubco to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. The cross-border transfer of funds by the subsidiaries in Mainland China under the direct holding structure must be legal and compliant with relevant laws and regulations of China. In utilizing the proceeds from this Business Combination, as an offshore holding company, Pubco is permitted under laws and regulations in Mainland China to provide funding to its subsidiaries in Mainland China only through loans or capital contributions and to its affiliated entities only through loans, subject to applicable government reporting, registration and approvals. However, loans by Pubco to its subsidiaries in Mainland China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange of China, or SAFE, and capital contributions to its subsidiaries in Mainland China are subject to the requirement of making necessary registration with competent governmental authorities in Mainland China. See “Risk Factors —Risks Related to Doing Business in China—PRC regulation on loans to, and direct investment in, our PRC subsidiary by offshore holding companies and governmental control in currency conversion may delay or prevent us from using the proceeds of the Business Combination to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” However, as long as Pubco is compliant with the procedures for approvals from appropriate government authorities and banks in Mainland China, Chijet’s Mainland China counsel, JT&N, has advised that, as of the date hereof, except the restrictions disclosed above, Pubco can transfer funds out of Mainland China. Pubco currently does not have any cash management policy that dictate the transfer of cash between its subsidiaries post-Business Combination.

Pubco is a “controlled company” under the Nasdaq Stock Market LLC listing rules (the “Listing Rules of Nasdaq”), and may be exempt from certain corporate governance requirements other than those exemptions available to foreign private issuers discussed herein. See “Risk Factors — Pubco will be a ‘controlled company’ within the meaning of the Listing Rules of Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies” and “Risk Factors — As a ‘foreign private issuer’ under the rules and regulations of the SEC, Pubco is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.”

Pubco is, and will be after the consummation of the Business Combination, considered a “foreign private issuer” under the Exchange Act and therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about JWAC.

In addition, as a “foreign private issuer”, Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements of Pubco that it does follow, Pubco cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of Nasdaq, Pubco is not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor is Pubco required to have a compensation committee, a nominating or a corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination — Corporate Governance Practices and Foreign Private Issuer Status.”

Pubco would no longer be eligible for status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Lastly, the Holding Foreign Companies Accountable Act (“HFCAA”) would subject Pubco to a number of prohibitions, restrictions and potential delisting if either it or its auditor were designated as an “HFCCA Issuer” or an auditor listed on an HFCAA Determination List, respectively, each as described further herein. An HFCAA Issuer is required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a HFCAA Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. If identified as an HFCAA Issuer, Pubco would be prevented from using an auditor that the Public Company Accounting Oversight Board of the U.S., or PCAOB, determines it could not inspect or fully investigate and would (i) prohibit the trading of securities of a company and (ii) require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those that are based in or have a majority or significant amount of their operations in the PRC. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As of the date hereof, the auditor of Chijet, UHY LLP, is not among the auditor firms listed on the HFCAA Determination List, which identifies all of the auditor firms that the PCAOB is not able to inspect. See “Chijet’s Management’s Discussion and Analysis of Financial Position and Results of Operations – Holding Company Structure” for more information on the holding company structure and these designations.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission, or CSRC, and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in Mainland China and Hong Kong. The agreement includes detailed and specific commitments from the CSRC that would allow PCAOB inspections and investigations meeting U.S. standards, such as (i) independent discretion by the PCAOB to select any issuer audits for inspection or investigation in accordance with the Sarbanes-Oxley Act; (ii) direct access by the PCAOB to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated; (iii) unfettered ability by the PCAOB to transfer information to the SEC in accordance with the Sarbanes-Oxley Act; and (iv) procedures for PCAOB inspectors to see complete audit work papers without any redactions. Implementation of the aforementioned framework is subject to uncertainties and will affect the PCAOB’s actual ability to inspect and investigate completely audit firms in Mainland China and Hong Kong.

We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting.

Your vote is very important. If you are a JWAC stockholder, whether or not you plan to attend the special meeting, please take the time to vote as soon as possible. On behalf of JWAC’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Very truly yours,


Brian S. John
Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated _____, 2023 and will first be mailed to the stockholders of JWAC on or about _____, 2023 .

JUPITER WELLNESS ACQUISITION CORP.

1061 E. Indiantown Road, Suite 110

Jupiter, FL 33477

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF JUPITER WELLNESS ACQUISITION CORP.

TO BE HELD ON MARCH 29, 2023

TO THE STOCKHOLDERS OF JUPITER WELLNESS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Jupiter Wellness Acquisition Corp. (“JWAC,” “we,” “us” or “our”) will be held virtually at 10:00 a.m., Eastern time, on March 29, 2023. The Special Meeting can be accessed via live webcast by visiting , where you will be able to listen to the meeting live and vote during the meeting.

At the Special Meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)

Proposal No. 1 — The Business Combination Proposal —to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of October 25, 2022, among JWAC, Chijet Inc., a Cayman Islands exempted company (“Chijet”), each of the referenced holders of Chijet’s outstanding ordinary shares (collectively, the “Sellers”), Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”) and Chijet Motor Company, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Chijet, (“Pubco”) (as may be amended from time to time, the “BCA” or the “Business Combination Agreement”). Subject to its terms and conditions, the BCA provides that JWAC and Chijet will become wholly-owned subsidiaries of Pubco, a newly formed holding company. The transactions contemplated by the BCA we refer to herein as the “Business Combination.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

The BCA provides that at the effective time of the Business Combination (the “Effective Time”):

(i)

all of the outstanding shares of JWAC’s Class A Common Stock, par value $0.0001 per share (the “JWAC Common Stock”) will be cancelled in exchange for the right to receive the ordinary shares of Pubco, par value $0.0001 per share (the “Pubco Ordinary Shares”), and all of the outstanding shares of JWAC’s Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), according to our certificate of incorporation, will be converted into JWAC Common Stock and likewise cancelled in exchange for the right to receive Pubco Ordinary Shares; and

	(ii)	the registered holder of each outstanding right to receive one eighth (1/8) of one share of JWAC Common Stock (collectively, the “JWAC Rights”) will be issued the number of full shares of JWAC Common Stock to which such holder or JWAC Rights is eligible, and which shall be exchanged for the equivalent number of Pubco Ordinary Shares; and

	(iii)	the Sellers will receive the number of Pubco Ordinary Shares in the Share Exchange that shall have an aggregate value equal to One Billion Six Hundred Million Dollars ($1,600,000,000), comprising the amount of 157,519,170 of Pubco Ordinary Shares, subject to certain Sellers having an earnout (the “Earnout”) which would adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674 million) based on certain post-Closing financial performance and stock price metrics of Pubco, and all upon the terms and subject to the conditions set forth in the BCA.

According to the terms of our privately placed warrant (the “Representative Warrant”) to I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters in connection with our initial public offering which was consummated on December 9, 2021 (the “IPO”), the Representative Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares. In addition, according to the terms of a privately placed warrant granted by Shandong Baoya New Energy Vehicle Co., Ltd., (“Baoya”) to Greentree Financial Group Inc. (“Greentree”), a financial consultant of Baoya (the “GT Warrant”), the GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares, comprising 5,000,000 Pubco Ordinary Shares.

In connection with the Earnout, the holders of JWAC Common Stock shall receive a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged as described above, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers Securities, Inc. which served as underwriter in our initial public offering) have waived their rights to receive a CVR relating to those privately placed shares.

For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

(2)

Proposal No. 2 — The Charter Amendments Proposal — to consider and vote upon a proposal to approve the Amended and Restated Memorandum and Articles of Association of Pubco (the “Proposed Charter”) in accordance with our certificate of incorporation, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, which we refer to as the “Charter Amendments Proposal,” and providing for, among other things, the following material differences from JWAC’s current amended and restated certificate of incorporation:

	(a)	a single class of ordinary shares with authorized shares;

	(b)	authorized preferred shares; and

	(c)	establishing that the board of directors of Pubco following the consummation of the Business Combination (the “Pubco Board”) will not be divided into classes (with the number of directors of the Pubco Board being initially fixed at seven, as discussed under “The Business Combination Proposal—Covenants of the Parties”).

	(3)	Proposal No. 3— The Advisory Charter Amendments Proposals — to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements, which we refer to as the “Advisory Charter Amendments Proposals”;

	(4)	Proposal No. 4 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the total issued and outstanding Pubco Ordinary Shares in connection with the Business Combination, which we refer to as the “Nasdaq Proposal”;

	(5)	Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the Chijet Motors 2023 Stock Incentive Plan (the “Incentive Plan”), effective upon the consummation of the Business Combination (the “Closing”), including the authorization of the share reserve under the Incentive Plan equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, in substantially the form attached to the accompanying proxy statement/prospectus as Annex C (which we refer to as the “Incentive Plan Proposal”); and

	(6)	Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting, which we refer to as the “Adjournment Proposal.”

The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal are approved at the Special Meeting. Each of these Proposals are cross-conditioned on each other. The Advisory Charter Amendments Proposals and the Adjournment Proposal are each not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that JWAC has cash and cash equivalents (including funds remaining in the its Trust Account after completion and payment of the redemption, which is offered as described in the accompanying proxy statement/prospectus in connection with the Business Combination, and the proceeds of any private placement financing) of $10 million, which is net of JWAC’S unpaid expenses and liabilities, if any.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of JWAC Common Stock and JWAC’s Class B Common Stock at the close of business on March 8, 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of JWAC stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of JWAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote “FOR” all of the proposals presented to our stockholders at the Special Meeting. When you consider the Board recommendation of these proposals, you should keep in mind that directors and officers of JWAC have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of JWAC’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to JWAC’s current certificate of incorporation, its public stockholders may demand that JWAC redeem, upon the Closing of the Business Combination, shares of our JWAC Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of JWAC’s IPO. As of September 30, 2022, based on funds in the Trust Account of $140.0 million on such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of JWAC Common Stock was approximately $10.157 per share. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of JWAC Common Stock for cash. This means that public stockholders who hold shares of our JWAC Common Stock on or before March 27 , 2023 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of JWAC Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of JWAC Common Stock for cash, our public stockholders can demand that JWAC convert their public shares into cash and tender their shares to JWAC’s transfer agent. JWAC stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of JWAC Rights and the Representative Warrant do not have redemption rights with respect to such securities in connection with the Business Combination.

Our sponsor, Jupiter Wellness Sponsor LLC, a Delaware limited liability company (our “Sponsor”), and holders of our Class B Common Stock issued prior to our IPO, their permitted transferees, and our officers and directors (collectively, the “JWAC Initial Stockholders”), and I-Bankers, the representative of the underwriters in our IPO, have agreed to waive their redemption rights with respect to any shares of JWAC Common Stock held by them in connection with the consummation of the Business Combination (which waiver was provided in connection with JWAC’s IPO and without any separate consideration paid in connection with providing such waiver), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and JWAC Initial Stockholders beneficially own 21.7%, JWAC’s public stockholders beneficially own 76.0 % and I-Bankers beneficially owns 2.3%, of the issued and outstanding shares of JWAC Common Stock giving effect to conversion from Class B Common Stock immediately prior to the effective time of the Business Combination. The JWAC Initial Stockholders and I-Bankers have agreed to vote any shares of JWAC Common Stock owned by them in favor of the Business Combination.

You are urged to carefully read and consider the “Risk Factors” beginning on page 80 of this proxy statement/prospectus and the other information contained in this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that votes relating to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (561) 244-7100.

	By Order of the Board of Directors

	Brian S. John
	Chief Executive Officer

, 2023

TABLE OF CONTENTS

	PAGE
ABOUT THIS PROXY STATEMENT/PROSPECTUS	13
FREQUENTLY USED TERMS	14
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	18
RISK FACTOR SUMMARY	20
QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF JWAC	22
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	41
SELECTED HISTORICAL FINANCIAL INFORMATION OF CHIJET	62
SELECTED HISTORICAL FINANCIAL INFORMATION OF JWAC	63
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION	64
COMPARATIVE SHARE INFORMATION	79
RISK FACTORS	80
SPECIAL MEETING OF JWAC STOCKHOLDERS	158
THE BUSINESS COMBINATION PROPOSAL	164
THE CHARTER AMENDMENTS PROPOSAL	186
THE ADVISORY CHARTER AMENDMENTS PROPOSALS	189
THE NASDAQ PROPOSAL	192
THE INCENTIVE PLAN PROPOSAL	194
THE ADJOURNMENT PROPOSAL	200
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	201
INFORMATION ABOUT JWAC	213
MANAGEMENT OF JWAC	216
EXECUTIVE COMPENSATION OF JWAC	221
JWAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	221
INFORMATION ABOUT CHIJET	225
GOVERNMENT REGULATION OF OUR BUSINESS	244
CHIJET’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	253
MANAGEMENT OF PUBCO AFTER THE BUSINESS COMBINATION	273
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	278
DESCRIPTION OF SECURITIES OF PUBCO	282
COMPARISON OF STOCKHOLDER RIGHTS	292
SHARES ELIGIBLE FOR FUTURE SALE	297
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	299
MARKET INFORMATION AND DIVIDENDS ON SECURITIES	303
LEGAL MATTERS	304
EXPERTS	304
TRANSFER AGENT AND REGISTRAR	305
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	305
SUBMISSION OF STOCKHOLDER PROPOSALS	305
FUTURE SHAREHOLDER PROPOSALS	305
WHERE YOU CAN FIND MORE INFORMATION	306
INDEX TO FINANCIAL STATEMENTS	F-1

ANNEXES
A — Business Combination Agreement	A-1
B — Form of Amended and Restated Memorandum and Articles of Association of Pubco	B-1
C — Chijet Motors 2023 Stock Incentive Plan	C-1
D — Opinion of Stanton Park	D-1
E — CVR Agreement	E-1

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco, constitutes a prospectus of Pubco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the Pubco Ordinary Shares to be issued to the JWAC stockholders, (2) the Pubco Ordinary Shares to be issued to the Sellers, and (3) the Pubco Ordinary Shares to be issued in exchange for JWAC Common Stock issued pursuant to JWAC Rights, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of JWAC stockholders at which JWAC stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to JWAC stockholders nor the issuance by Pubco of its common stock in connection with the Business Combination will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, please contact JWAC’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

Advantage Proxy, Inc., 24925 13th Place South, Des Moines, WA 98198; (877) 870-8565 (toll free) or (206) 870-8565 (collect); or by email at ksmith@advantageproxy.com.

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on March 29, 2023, you must request the information by , 2023.

For a more detailed description of the information incorporated by reference in this proxy statement/ prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 306 of this proxy statement/prospectus.

TRADEMARKS

JWAC and Chijet own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/ prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry data and forecasts that JWAC and Chijet obtained or derived from internal company analyses, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “JWAC” refer to Jupiter Wellness Acquisition Corp., the term the “Company” refers to Chijet, and the terms the “Combined Company” and “Combined Entity” refer to Pubco immediately after the consummation of the Business Combination, which provides for each of JWAC and Chijet as Pubco’s wholly-owned subsidiaries.

In this document:

“AlixPartners” means AlixPartners, LLC, which was engaged to perform certain due diligence on Chijet.

“Board,” unless otherwise defined, means the board of directors of JWAC.

“Business Combination” means the transactions contemplated by the Business Combination Agreement whereby, among other things, (a) Pubco will acquire all of the issued and outstanding capital shares of Chijet held by the Sellers in exchange for Pubco Ordinary Shares, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco (referred to as the Share Exchange); and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco.

Business Combination Agreement” or “BCA” means the Business Combination Agreement, dated as of October 25, 2022, by and among (i) JWAC, (ii) Pubco, (iii) Merger Sub, (iv) Chijet, (v) the Sellers and (vi) the Seller Representative.

“Chijet” means Chijet Inc., a Cayman Islands exempted company.

“Chijet Motor Company, Inc.” is the name of the Combined Entity, after the proposed filing of the Proposed Charter with the Delaware Secretary of State following the Business Combination.

“Chijet Holders” means, collectively, the holders of Chijet Ordinary Shares.

“Chijet Ordinary Shares” means the ordinary shares of Chijet.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” or “Combined Company” means Pubco after the consummation of the Business Combination in which it becomes the parent company of its direct, wholly-owned subsidiaries, JWAC and Chijet, and means, collectively, Pubco, and its direct, wholly-owned subsidiaries, JWAC and Chijet.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.

“DGCL” means the Delaware General Corporation Law.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“founder shares” or “Class B Common Stock” means an aggregate of 3,450,000 shares of Class B Common Stock held by JWAC Initial Stockholders and their permitted transferees. The founder shares are convertible into shares of JWAC Class A Common Stock on a one-for-one basis, subject to adjustment as provided in the terms thereof and agreements with Chijet and Pubco, and are automatically so converted immediately prior to the Effective Time, pursuant to the terms of these securities.

“GT Warrant” means the warrant issued on February 15, 2022 to Greentree by Baoya for services rendered, to purchase 5,000,000 shares of Baoya’s Common Stock, exercisable at $2.00 per share for five years. GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares pursuant to the GT Warrant Agreement.

“GT Warrant Agreement” means that certain warrant agreement by and among Greentree and Baoya and dated February 15, 2022.

“I-Bankers” means I-Bankers Securities, Inc., the representative of the underwriters in the JWAC IPO.

“JWAC” means Jupiter Wellness Acquisition Corp., a Delaware corporation.

“JWAC Certificate of Incorporation” means JWAC’s amended and restated certificate of incorporation, as may be amended from time to time.

“JWAC Class B Common Stock” or “Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of JWAC.

“JWAC Common Stock” or “Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of JWAC.

“JWAC Initial Stockholders” means our Sponsor who purchased our founder shares (consisting of our Class B Common Stock issued prior to our IPO), holders of our Class B Common Stock issued prior to our IPO and their permitted transferees.

“JWAC IPO” or “our IPO” means JWAC’s initial public offering.

“JWAC Preferred Stock” means the shares of preferred stock, par value $0.0001 per share, of JWAC.

“JWAC Rights” means, collectively, the rights, each of which is exchangeable into one-eighth of one share of JWAC Common Stock, which were sold as part of the JWAC Units to the public shareholders.

“JWAC Units” means a unit consisting of one share of JWAC Common Stock and one JWAC Right. On January 7, 2022, the JWAC Units were no longer traded on Nasdaq, and shares of JWAC Common Stock and JWAC Rights underlying the JWAC Units commenced trading separately.

“Merger Sub” means Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco.

“Minimum Cash Condition” means the condition in the Business Combination Agreement requiring that JWAC have, upon the Closing, cash and cash equivalents (including funds remaining in the Trust Account after completion and payment of the Redemption and the proceeds of any private placement financing), net of JWAC’s unpaid expenses or liabilities, at least equal to $10,000,000.

“private placement units” or “placement units” means the 629,000 units issued to Sponsor and I-Bankers, at a purchase price of $10.00 per unit, simultaneously with the closing of the IPO in a private placement transaction consisting of:

(a) 493,000 private placement units issued to our Sponsor and JWAC Initial Stockholders comprised of (i) 493,000 shares of Class A Common Stock issued to our Sponsor and the JWAC Initial Stockholders as “private placement shares” as defined below, and (ii) a right for each such unit, which are each exercisable into 1/8 of one shares of JWAC Class A Common Stock and in aggregate up to 61,625 shares of JWAC Class A Common Stock (“private placement rights”), and

(b) 136,000 private placement units issued to I-Bankers comprised of (i) 136,000 shares of Class A Common Stock which we refer to as “representative shares” and (ii) a private placement right for each unit received by I-Bankers, and which we refer to as “representative rights” in aggregate being exercisable up to 17,000 shares of JWAC Class A Common Stock (“Private Placement Rights Shares of Representative”).

“private placement shares” or “placement shares” means an aggregate of 493,000 Class A Common Stock issue to Sponsor and JWAC Initial Stockholders in connection with our IPO as a component part of our private placement units. Unless the context otherwise requires, the definition of “private placement shares” or “placement shares” does not include the representative shares issued to I-Bankers, defined below as “representative shares”.

“private placement rights” or “placement rights” means the right exercisable into 1/8 of one share of JWAC Class A Common Stock included in each of the private placement units, for those issued to our Sponsor and the JWAC Initial Stockholders as part of the private placement units in the Private Placement, and exercisable into up to of 61,625 shares of JWAC Class A Common Stock.

“Private Placement” means the private placement consummated simultaneously with the JWAC IPO in which JWAC issued the private placement units to the Sponsor and I-Bankers.

“Private Placement Rights Shares of Representative” means up to 17,000 shares of JWAC Class A Common Stock issuable upon exercise of the representative rights.

“Proposals” means the Business Combination Proposal, the Charter Amendments Proposal, the Advisory Charter Amendments Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

“Proposed Charter” means the Amended and Restated Memorandum and Articles of Association of Pubco, a copy of which is attached to this proxy statement/prospectus as Annex B.

“Pubco” means Chijet Motor Company, Inc., a Cayman Islands exempted company, and newly formed corporation in connection with the Business Combination, and upon consummation of the Business Combination each of JWAC and Chijet will be direct, wholly-owned subsidiaries of Pubco.

“Pubco Ordinary Shares” means ordinary shares, par value $0.0001 per share, of Pubco.

“Pubco Preferred Shares” means preferred shares, par value $0.0001 per share, of Pubco.

“public rights” means the JWAC Rights.

“public shares” means JWAC Common Stock underlying the JWAC Units sold in the JWAC IPO.

“public stockholders” means holders of public shares.

“publicly traded units” means JWAC Units issued in the JWAC IPO.

“Purchaser Parties” means, collectively, JWAC, Pubco and the Merger Sub.

“redemption” or “Redemption” means the right of the holders of JWAC Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Representative” means to I-Bankers Securities, Inc. as the representative of the several underwriters of JWAC in connection with the IPO.

“representative shares” means the shares we issued to I-Bankers in connection with our IPO as representative of the underwriters consisting of 276,000 shares of JWAC’s Class A Common Stock following the exercise of the Representative’s overallotment option.

“representative rights” means the right exercisable into 1/8 of one share of JWAC Class A Common Stock included in each of the private placement units, for those issued to our Sponsor and the JWAC Initial Stockholders as part of the private placement units, and exercisable into up to of 17,000 shares of JWAC Class A Common Stock.

“representative warrants” or “Representative Warrant” means the warrants we issued to I-Bankers as Representative in connection with the IPO as representative of the underwriters, consisting in aggregate of Representative Warrants to purchase 414,000 shares of JWAC Class A Common Stock, exercisable at $12.00 per share for five years after the first anniversary of the effective date of this Registration Statement. They are exercisable on a cash-less basis at the option of their holder or holders. The representative warrants are exercisable upon the Closing and terminate on December 9, 2026.

“rights agent” means American Stock Transfer & Trust Company, the rights agent designed under the Rights Agreement.

“Rights Agreement” means the Rights Agreement between JWAC and the rights agent, dated December 6, 2021.

“Rights Holder” means a holder of JWAC Rights.

“Sellers” means the Chijet Holders, which are described as Sellers in the Business Combination Agreement.

“Share Exchange” means the transactions contemplated by the Business Combination Agreement whereby Pubco will acquire all of the issued and outstanding capital shares of Chijet held by the Sellers in exchange for Pubco Ordinary Shares, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco.

“Special Meeting” means the special meeting of the stockholders of JWAC, to be virtually held at 10:00 a.m. Eastern Time, on March 29, 2023.

“Sponsor” means Jupiter Wellness Sponsor LLC, a Delaware limited liability company.

“Stanton Park Opinion” means the formal written opinion of Stanton Park Capital LLC delivered to the Board on October 24, 2022 in respect of a valuation and opinion relating to the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex D.

“Trust Account” means the trust account of JWAC, which holds the net proceeds of the JWAC IPO and the sale of the placement units, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $50,000 of any remaining interest for dissolution expenses.

“Working Capital Loans” means if our Sponsor or its affiliates, or any of our officers or directors, makes any working capital loans, up to $1,500,000 of such loans may be converted into private placement units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 shares of JWAC Class A Common Stock, and also up to 18,750 shares of Class A Common Stock upon exercise of private placement rights which are part of the private placement units, at the option of the lender). Such units would be identical to the private placement units.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

	●	the benefits of the Business Combination;

	●	the future financial and business performance of Pubco and its subsidiaries, including Chijet, following the Business Combination;

	●	the performance of Chijet technology in full-scale operations at customer locations;

	●	the potential market size and the assumptions and estimates related thereto;

	●	changes in the market for Chijet products and services;

	●	expansion and other plans and opportunities; and

	●	other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek” or “target,” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/ prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

	●	the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

	●	a delay in completing, or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of the stockholders of JWAC, a failure to satisfy other conditions to Closing in the Business Combination Agreement or some other reason;

	●	satisfaction or waiver (if applicable) of the conditions to the consummation of the Business Combination, including, among other things:

	○	the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the stockholders of JWAC, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on the Nasdaq of Pubco Ordinary Shares to be issued in connection with the Business Combination (including shares issuable upon conversion of JWAC Class B common stock) and the expiration or early termination of the waiting period or periods under the HSR Act, (iv) that JWAC have at least $5,000,001 of net tangible assets upon Closing and (v) the absence of any injunctions; and

	○	the Minimum Cash Condition;

	●	the inability to obtain the listing of Pubco Ordinary Shares on Nasdaq or another exchange following the Business Combination;

	●	the risk that the proposed Business Combination disrupts Chijet’s current plans and operations;

	●	the response or reaction of Chijet’s customers to the Business Combination;

	●	the inability to realize anticipated benefits of the Business Combination, which could result from, among other things, competition, the inability to integrate the JWAC and Chijet businesses or the inability of the combined business to generate revenue, grow and manage growth profitably;

	●	the level of redemptions by holders of JWAC Common Stock;

	●	differences in the debt, or working capital, or other expenses, or other items that affect the consideration in the Business Combination, or other assumptions relating to our calculation of possible values and percentages holdings by parties to the Business Combination;

	●	costs related to the Business Combination;

	●	the outcome of any legal proceedings that might be instituted against JWAC or Chijet, including any legal proceedings relating to the proposed Business Combination;

	●	changes in applicable laws or regulations;

	●	the actual performance of Chijet’s technology in full-scale operation at customer locations;

	●	the timing of revenue and expenditures;

	●	the ability of Chijet to access sufficient capital to run its business;

	●	assumptions regarding, and changes in, energy, material and labor prices;

	●	the possibility that JWAC or Chijet might be adversely affected by other economic, business or competitive factors; and

	●	other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”

RISK FACTOR SUMMARY

Chijet’s business and its ability to execute its strategy, the proposed Business Combination, and any investment in the securities of Pubco after the Business Combination are subject to risks and uncertainties, many of which are beyond Pubco’s or Chijet’s control and will be beyond the control of the Combined Company. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the Combined Company, including, but not limited to, the following and those discussed under “Risk Factors.” References below to Chijet shall be deemed to also refer to Pubco and the post-Business Combination company, as the context requires or as appropriate, and page numbers cross-referenced below refer to a more detailed discussion of the referenced risk contained elsewhere in this proxy statement/prospectus.

Risks Relating to Chijet

	●	Any failure to commercialize Chijet’s strategic plans would have an adverse effect on its operating results and business. See on page 80.

	●	Chijet expects to operate in a highly competitive industry, and its current or future competitors may be able to compete more effectively than Chijet does. See page 86.

	●	Chijet may be unable to operate on a profitable basis or as Chijet has committed to its customers. See page 82.

	●	Failure of third parties to timely manufacture quality products or provide reliable services in a timely manner could cause delays in the delivery of Chijet’s vehicles and services. See page 84.

	●	Chijet’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate. See page 85.

	●	The Chinese government may intervene in or influence Chijet’s and Chijet’s partners’ operations in China at any time. See page 101.

Risks Related to Doing Business in China

●

Changes in Chinese policies, regulations and rules may be quick with little advance notice and the enforcement of laws of the Chinese government is uncertain. See page 100.

●

The Chinese government may intervene or influence our operations at any time, or may exert more oversight and control over overseas public offerings conducted by China-based issuers. See page 120.

●

Actions by the government of China to exert more oversight and control over offerings, if any, may limit or completely hinder the Company’s ability to offer or continue to offer securities to investors or cause the value of such securities to decline or in some circumstances become worthless. See page 125.

	●	The Holding Foreign Companies Accountable Act, together with recent joint statement by the SEC and PCAOB, call for more stringent criteria to be applied to qualification of their auditors and add uncertainties to our ability to be listed on U.S. stock exchanges. See page 118.

	●	The Statement of Protocol between the PCAOB and the CSRC and related agencies, governing inspections and investigations of audit firms expands issuers’ rights for PCAOB compliance although uncertainties remain in implementation. See page 122.

Risks Relating to JWAC, Pubco and the Business Combination

	●	If JWAC does not consummate a business combination by the termination date of June 8, 2023, JWAC will have to liquidate, or extend the termination date by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation. See page 138.

	●	Following the consummation of the Business Combination, your ability to achieve a return on your investment will depend on appreciation in the price of Pubco Ordinary Shares. See page 138.

	●	JWAC will incur significant costs in connection with the Business Combination and if not consummated, JWAC may not have sufficient cash available to pay such costs. See page 139.

	●	The working capital available to Pubco after the Business Combination will be reduced by any redemptions and transaction expenses in connection with the Business Combination. See page 139.

	●	The funds held outside of our Trust Account are insufficient to allow us to operate until at least June 8, 2023, our ability to complete an initial business combination may be adversely affected. See page 139.

	●	Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. See page 140.

	●	The Sponsor, and JWAC’s directors and officers, have conflicts of interest in determining to pursue the business combination with Chijet. See page 143.

●

The process of taking a company public by means of a special purpose acquisition company is different from an underwritten public offering and may create risks for unaffiliated investors. See page 137.

●

Concentration of ownership among Chijet’s existing, directors and their affiliates may prevent new investors from influencing significant corporate decisions. See page 153.

●

There can be no assurance that Pubco Ordinary Shares will be approved for listing on Nasdaq upon the Closing, or be able to comply with its listing standards. See page 153.

●

The ability to execute JWAC’s strategic plan could be negatively impacted by redemptions. See page 154.

●

There is no guarantee that a JWAC stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position. See page 154.

●

The Sponsor and JWAC’s directors, officers, advisors or their affiliates may elect to purchase shares of JWAC Common Stock from JWAC’s stockholders, which may influence a vote on a proposed business combination and reduce the public float of JWAC’s capital stock. See page 155.

●

To complete the Business Combination, management’s focus and resources may be diverted from operational matters and other strategic opportunities. See page 157.

●

Chijet’s and JWAC’s operations may be restricted before Closing by the Business Combination Agreement. See page 157.

QUESTIONS AND ANSWERS

FOR STOCKHOLDERS OF JWAC

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of JWAC stockholders. The following questions and answers do not include all the information that is important to stockholders of JWAC. We urge the stockholders of JWAC to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:	Why am I receiving this proxy statement/prospectus?

JWAC’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Business Combination Agreement, among other proposals. Upon the completion of the transactions contemplated by the Business Combination Agreement, each of JWAC and Chijet will become a direct, wholly-owned subsidiary of a newly formed company, Pubco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at JWAC’s Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

Q:	What proposals are stockholders of JWAC being asked to vote upon?

A:	Stockholders of JWAC are being asked to vote on the following proposals:

(1)

The Business Combination Proposal (Proposal 1) — To approve and adopt the Business Combination Agreement and the transactions contemplated therein, including the Business Combination. A summary of the Business Combination is set forth in the “Business Combination (Proposal 1)” section of this proxy statement/prospectus and a complete copy of the Business Combination Agreement is attached hereto as Annex A. You are encouraged to read them in their entirety.

(2)

The Charter Amendments Proposal (Proposal 2) — Assuming the Business Combination Proposal (Proposal 1) is approved and adopted, to approve the Proposed Charter of Pubco, in the form appended to this proxy statement/prospectus as Annex B in accordance with our certificate of incorporation, and a summary of which is set forth in “The Charter Amendments Proposal (Proposal 2)” section of this proxy statement/prospectus, which provides for the following material differences from the JWAC’s existing certificate of incorporation:

	(a)	a class of ordinary shares with  authorized shares;

	(b)	authorized preferred shares; and

	(c)	establishing that the board of directors of Pubco following the consummation of the Business Combination (the “Pubco Board”) will not be divided into classes (with the number of directors of the Pubco Board being initially fixed at seven, as discussed under “The Business Combination Proposal—Covenants of the Parties”).

(3)

Advisory Charter Amendments Proposals (Proposal 3) — To consider and vote upon, on a non-binding basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements. A summary of these provisions is set forth in the “Advisory Charter Amendments Proposals (Proposal 3)” section of this proxy statement/prospectus.

	(4)	The Nasdaq Stock Issuance Proposal (Proposal 4) — To approve, for purposes of complying with applicable listing rules of Nasdaq, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the total issued and outstanding Pubco Ordinary Shares in connection with the Business Combination. A summary of this proposal is set forth in the “The Nasdaq Proposal (Proposal 4)” section of this proxy statement/prospectus.

	(5)	The Incentive Plan Proposal (Proposal 5) — To consider and vote upon a proposal to approve the Incentive Plan, effective upon the Closing, in substantially the form attached hereto as Annex C. A summary of the Incentive Plan is set forth in the “ Incentive Plan Proposal (Proposal 5)” section of this proxy statement/prospectus.

	(6)	The Adjournment Proposal (Proposal 6) — To consider and vote upon a proposal to adjourn the Special Meeting of JWAC to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more of the proposals at the special meeting.

Q:	Are the proposals conditioned on one another?

A:	Yes. We refer to the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal as “Condition Precedent Proposals”. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the special meeting. The Condition Precedent Proposals are each conditioned on each other. If the Business Combination Proposal is not approved, the other Proposals, other than the Adjournment Proposal, will not be presented to the stockholders of JWAC at the Special Meeting. The Adjournment Proposal, as well as the Advisory Charter Amendments Proposals, in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination. If JWAC does not consummate the Business Combination and fails to complete an initial business combination by June 8, 2023, or extend the termination date by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation, or by means of amendment to such certificate, JWAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.

Q:	What will happen in the Business Combination?

Upon consummation of the Business Combination, JWAC and Chijet will each become direct, wholly-owned subsidiaries of a newly-formed holding company, Pubco. The merger consideration generally will be paid in Pubco Ordinary Shares. The merger consideration in the Business Combination to Sellers is the number of Pubco Ordinary Shares that shall have an aggregate value equal to One Billion Six Hundred Million Dollars ($1,600,000,000), subject to certain Sellers having an earnout (the “Earnout”), which would adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674 million) based on certain post-Closing financial performance and stock price metrics of Pubco, and all upon the terms and subject to the conditions set forth in the BCA. The exact amount of Pubco Ordinary Shares to be received by holders of Chijet Ordinary Shares and JWAC Common Stock will not be known until the Closing.

In connection with the Earnout, the holders of JWAC Common Stock shall also receive at the Closing a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged in the Business Combination, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers Securities, Inc. which served as underwriter in our initial public offering) have waived their rights to receive a CVR relating to those privately placed shares.

For an explanation and estimate of the consideration to Chijet Holders in the Business Combination, see the section entitled “—The Business Combination Proposal – Transaction Consideration.”

In connection with the Business Combination, the registered holder of each of the JWAC Rights will be issued the number of full shares of JWAC Common Stock to which such holder or JWAC Rights is eligible. The amount of JWAC Rights held by each Rights Holder will be rounded up to the nearest whole share of JWAC Common Stock and likewise exchanged for Pubco Ordinary Shares.

This registration statement and the accompanying proxy/statement prospectus relate to an offering of the Pubco Ordinary Shares, of Pubco, which is the holding company in the Business Combination, and which is domiciled in the Cayman Islands. After consummation of the Business Combination, Pubco will directly own Chijet, which operates through its indirect subsidiaries, Baoya, and Baoya’s subsidiary, FAW Jilin. For more information, see “Information about Chijet — The Combined Company and Our Structure before and after the Business Combination”.

Q:	What conditions must be satisfied to complete the Business Combination?

In addition to approval of the Condition Precedent Proposals, there are a number of closing conditions in the Business Combination Agreement, including the approval by the holders of Chijet Ordinary Shares of the Business Combination. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Business Combination Agreement — Conditions to Consummation of the Merger” and “Summary of the Proxy Statement/ Prospectus — The Proposals — The Business Combination Proposal.”

Q:	Why is JWAC providing stockholders with the opportunity to vote on the Business Combination?

Under the DGCL and the JWAC Certificate of Incorporation, JWAC must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of JWAC’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For legal and other reasons, JWAC has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, JWAC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination.

Q:	How many votes do I have at the Special Meeting?

JWAC stockholders are entitled to one vote at the Special Meeting for each share of JWAC Common Stock and JWAC Class B Common Stock held of record as of March 8, 2023, the Record Date for the Special Meeting. As of the date of this proxy statement/prospectus, there were 14,705,000 issued and outstanding shares JWAC Class A Common Stock and 3,450,000 issued and outstanding shares of JWAC Class B Common Stock.

Q:	What vote is required to approve the proposals presented at the Special Meeting?

The approval of the Business Combination Proposal and the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding JWAC Common Stock as of the Record Date. Accordingly, a JWAC stockholder’s failure to vote by proxy or to vote in person (including by virtual attendance) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposal.

In contrast, approval of the Advisory Charter Amendments Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of JWAC Common Stock cast by the stockholders represented, in person (including by virtual attendance) or by proxy, and entitled to vote thereon, at the Special Meeting. Accordingly, a JWAC stockholder’s failure to vote by proxy or to vote in person (including by virtual attendance) at the Special Meeting will not be counted towards the number of shares of JWAC Common Stock required to validly establish a quorum and, if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on these other Proposals.

If the Business Combination Proposal is not approved, the other Condition Precedent Proposals will not be submitted to a vote. The approval of the Condition Precedent Proposals are preconditions to the consummation of the Business Combination.

The JWAC Initial Stockholders, including our Sponsor and our directors and officers, and I-Bankers have agreed to vote all of their founder shares and all of their shares of JWAC Common Stock (including, but not limited to, shares of JWAC Common Stock underlying the private placement units, representative shares, and JWAC Class B Common Stock) in favor of the Business Combination Proposal. As a result, in addition to our Initial Stockholders’ founder shares and private placement shares, we may need as few as 4,722,501 or approximately 34.22% of our 13,800,000 public shares, to be voted in favor of the Business Combination Proposal and the Charter Amendments Proposal, and as few as 183,751, or approximately 1.33% of the 13,800,000 of our public shares to be vote at the Special Meeting in favor of the other Proposals, in order to have our Business Combination approved.

Specifically, the letter agreement among JWAC and our officers and directors and the Sponsor, provides therein that: the Sponsor and each Insider (as defined in such letter agreement) agrees that if JWAC seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock (as defined in such letter agreement) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If JWAC engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek to sell or tender any shares of Capital Stock owned by it, him or her to JWAC in connection with such tender offer.

Q:	What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

Our public stockholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by holders of our public shares.

The Business Combination Agreement provides that the obligations of Chijet to consummate the Merger are conditioned on, among other things, the satisfaction of the Minimum Cash Condition. If such condition is not met, and such condition is not waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated. There can be no assurance that Chijet would waive the Minimum Cash Condition. In addition, pursuant to JWAC’s existing organizational documents in no event will we redeem public shares in an amount that would cause JWAC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

Q:	Did JWAC’s board of directors obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

JWAC’s board of directors obtained from Stanton Park Capital LLC (“Stanton Park”) a fairness opinion in connection with the Board’s determination to approve the Business Combination. We note that the prospectus for JWAC’s IPO provides that if JWAC seeks to complete a business combination with an entity affiliated with the Sponsor or JWAC’s officers or directors, JWAC would be required to obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Chijet is not an entity affiliated with the Sponsor or JWAC’s officers or directors and, therefore, JWAC concluded that a fairness opinion was not required for purposes of affiliation, because there was no affiliation between the Sponsor or JWAC’s officer or directors, on the one hand, and Chijet, on the other hand. However, the Board also determined on September 28, 2022, that it would be in the best interests of JWAC and its stockholders to obtain a fairness assessment of the business of Chijet by a professional financial or valuation firm not otherwise involved in the Business Combination and on a fixed fee basis not tied to the consummation of the Business Combination or contingent upon reaching any particular result, in order to assist it in the determination of whether or not to proceed with the Business Combination relating to the fairness of the stated value of a purchase price for an 85.1717 percent equity stake in Chijet of $1,600,000,000 (rounded) for the acquired business of Chijet. The Board considered several financial and valuation firms and selected Stanton Park based on its independence, and its willingness to work on a fixed fee basis, and its compensation not tied to the consummation of the Business Combination or contingent upon the reaching of any particular result. In addition, there was no material relationship between Stanton Park and JWAC or its affiliates that existed during the past two years, or otherwise mutually understood to be contemplated. The Board further determined that it would be in the best interests of JWAC and its stockholders to obtain a fairness opinion, which would provide additional support as to the Board’s analysis that (i) the aggregate consideration to be paid by JWAC in the Business Combination pursuant to the Business Combination Agreement was fair to JWAC and its stockholders, from a financial point of view, and (ii) the fair market value of Chijet implied by the various financial analyses that Stanton Park conducted in connection with its opinion equaled or exceeded 80% of the amount held by us in trust for the benefit of our public stockholders (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account). For a description of the Stanton Park fairness opinion see the section entitled “Proposal 1 – Business Combination – Stanton Park Fairness Opinion.”

Q:	May JWAC, the Sponsor or JWAC’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

In connection with the stockholder vote to approve Proposals, including the Business Combination Proposals, JWAC and its affiliates may purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. Such a purchase would in a privately negotiated purchase arrangement include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor, JWAC’s directors, officers or advisors, or their affiliates reserve the right to purchase shares from holders of JWAC Common Stock who have already elected to exercise their redemption rights, in which event such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or JWAC Common Stock owned by the Sponsor and/or JWAC’s directors, officers, advisors, or their affiliates.

None of JWAC, the Sponsor or JWAC’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Any JWAC Common Stock purchased by the Sponsor or JWAC’s directors, officers or advisors, or their respective affiliates will not (i) be purchased at a price higher than the price offered through the redemption process in the Redemption, (ii) be voted in favor of the Business Combination or (iii) have redemption rights, and if such SPAC Common Stock does have redemption rights then such rights will be waived by each of the Sponsor, or JWAC’s directors, officers or advisors, or their respective affiliates. The purpose of these purchases could be to increase the amount of cash available to JWAC for use in the Business Combination to satisfy the closing condition that requires JWAC to have a minimum amount of cash upon the consummation of the Business Combination, where it appears that such requirement would otherwise not be met. The purpose of these purchases would be to increase the amount of cash available to JWAC for use in the Business Combination.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by the persons described above have been entered into with any such investor or holder. In the event of any such newly purchases shares (i) the Sponsor or its affiliates will purchase the JWAC public shares at a price no higher than the price offered through the redemption process; (ii) any such purchases by Sponsor or its affiliates will not be voted in favor of approving the Business Combination; and (iii) the Sponsor and its affiliates have waived their redemption rights to such shares. Prior to the special meeting to approve the Business Combination, JWAC will disclose in a Form 8-K (i) the amount of public shares purchased outside of the redemption offer by the Sponsor or its affiliates, along with the purchase price; (ii) the purpose of the purchases by the Sponsor or its affiliates; (iii) the impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that the Business Combination transaction will be approved; (iv) the identities of stockholders who sold to the Sponsor or its affiliates (if not purchased on the open market) or the nature of stockholders (e.g., 5% security holders) who sold to the Sponsor or its affiliates; and (v) the number of public shares for which JWAC has received redemption requests pursuant to its redemption offer.

Unlike our Sponsor’s and JWAC Initial Stockholders’ holdings currently, such newly purchased shares (if any) by those purchasers would not be subject to a lock-up period under the terms of our Sponsor Support Agreement. However, these newly purchased shares would be subject to limitations on resale under Rule 144 of the Securities Act as “control securities”, to the extent those shares were acquired by an affiliate of JWAC, unless they are registered on a subsequent registration statement filed under the Securities Act. Limitations on resale would require those affiliated purchasers of such newly purchased shares to hold them for at least one year (from the date Pubco files certain information on Form 8-K following the Closing in accordance with rules applicable to special purpose acquisition companies), assuming they are not registered on a registration statement following the Closing and Pubco has fully complied with its reporting requirements and other requirements under Rule 144. When eligible to be sold, such securities if not registered under such a registration statement would be limited by applicable requirements of Rule 144, including limitations in their manner of sale and to the volume of sales eligible under Rule 144.

Entering into any such incentive arrangements may have an effect lowering the price of JWAC Common Stock or possibly reducing the public float of Chijet Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting. In addition, if such purchases are made, the public float of JWAC Common Stock and the number of its beneficial holders may be reduced, possibly making it difficult to maintain the quotation, listing or trading of Chijet Ordinary Shares on a national securities exchange.

Q:	What constitutes a quorum at the Special Meeting?

The presence, in person (including by virtual attendance) or by proxy, at the Special Meeting of the holders of shares of outstanding capital stock of JWAC representing a majority of the voting power of all outstanding shares of capital stock of JWAC entitled to vote at such meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the Record Date, 9,077,501 shares of JWAC Common Stock would be required to achieve a quorum assuming JWAC has 18,155,000 shares of JWAC Common Stock issued and outstanding.

Q:	What equity stake will current stockholders of JWAC and the Chijet Holders hold in Pubco after the Closing?

JWAC’s public stockholders currently own approximately 76.0% of JWAC’s issued and outstanding capital stock, and the Sponsor together with our directors and officers currently own approximately 21.7% of JWAC’s issued and outstanding capital stock (with the remaining approximately 2.3% of shares held by I-Bankers).

It is anticipated that, immediately following completion of the Business Combination and if there are no redemptions by JWAC’s public stockholders and assuming all holders exercise their JWAC Rights and the Representative Warrant and GT Warrant are exercised, JWAC’s existing stockholders, including Jupiter Wellness Sponsor LLC (the “Sponsor”), will own approximately 10.8% of the outstanding Pubco Ordinary Shares (of which approximately 2.4% will be owned by the Sponsor and our officers and directors), I-Bankers and Greentree will collectively own approximately 3.3% of the outstanding Pubco Ordinary Shares, and the existing holders of Chijet’s ordinary shares, the Sellers, will own approximately 85.9% of the outstanding Pubco Ordinary Shares. If there are redemptions by JWAC’s public stockholders up to the maximum level that would permit completion of the Business Combination, and likewise assuming exercise of the JWAC Rights, Representative Warrant and GT Warrant, immediately following completion of the Business Combination, JWAC’s existing stockholders, including the Sponsor, will own approximately 4.5% of Pubco Ordinary Shares (of which approximately 2.5% will be owned by the Sponsor and our officers and directors), I-Bankers and Greentree will collectively own approximately 3.5% of the outstanding Pubco Ordinary Shares, and the Sellers will own approximately 92.0% of Pubco Ordinary Shares. These percentages include Pubco Ordinary Shares issuable in connection with (i) the Earnout, (ii) 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and (iii) the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree, following the consummation of the Business Combination, as described in the accompanying proxy statement/prospectus. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in Pubco will be different. See “Summary of the Proxy Statement/Prospectus – Impact of the Business Combination on JWAC’s Public Float” and “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of Pubco, assuming varying levels of redemptions by JWAC’s public stockholders:

(in thousands)	Assuming No Redemptions				Assuming 50% Redemptions				Assuming Maximum Redemptions

JWAC public stockholders		13,800	7.8	%		6,900	4.0	%		1,624	1.0	%
Shares of JWAC public stockholders issuable upon conversion of JWAC Rights at closing		1,725	1.0	%		1,725	1.0	%		1,725	1.0	%
JWAC Sponsor and its permitted transferees and directors and officers		3,943	2.2	%		3,943	2.3	%		3,943	2.4	%
Shares of JWAC Sponsor and its permitted transferees and directors and officers issuable upon conversion of JWAC Rights at closing		62	0.0	%		62	0.0	%		62	0.0	%
I-Bankers’ private placement shares		136	0.1	%		136	0.1	%		136	0.1	%
Shares of I-Bankers issuable upon conversion of JWAC Rights at closing		17	0.0	%		17	0.0	%		17	0.0	%
I-Bankers representative shares		276	0.1	%		276	0.2	%		276	0.2	%
Chijet Holders (1) (2)		157,519	88.8	%		157,519	92.4	%		157,519	95.3	%
Total Shares at closing		177,478	100.0	%		170,578	100.0	%		165,302	100.0	%

	(1)	The number of Pubco Ordinary Shares to be held by Chijet Holders in the no redemption scenario includes 157,519,170 shares to be issued to the Sellers for all issued and outstanding Chijet Ordinary Shares at closing of the Business Combination.

	(2)	If the actual facts are different than these assumptions, the ownership percentage retained by the holders of JWAC Common Stock in Pubco will be different from the above-stated ownership percentage.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

In addition, the following table illustrates varying ownership levels in Pubco Ordinary Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including (i) Representative Warrant, (ii) GT Warrant, and (iii) any outstanding securities of Pubco and Chijet:

Additional Dilution Sources (1) (in thousands)	Assuming No Redemption		% of Total (2)			Assuming 50% Redemption (3)		% of Total (2)			Assuming Maximum Redemptions (4)		% of Total (2)

JWAC officer and director’s shares (5)		300		0.2	%		300		0.2	%		300		0.2	%
Shares issuable to Greentree (6)		200		0.1	%		200		0.1	%		200		0.1	%
Shares underlying Representative Warrant (7)		414		0.2	%		414		0.2	%		414		0.2	%
GT warrant (8)		5,000		2.7	%		5,000		2.8	%		5,000		2.9	%

	(1)	All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.

	(2)	The Percentage of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative no redemption scenario, the Percentage of Total with respect to the Pubco Ordinary Shares underlying the Representative Warrant would be calculated as follows: (a) 414,000 shares issued pursuant to the Representative Warrant; divided by (b) (i) 177,477,795 shares (the number of shares outstanding prior to any issuance pursuant to the shares underlying Representative Warrant and GT Warrant) plus (ii) 414,000 shares issued pursuant to the shares underlying the Representative Warrant and (iii) 5,000,000 shares issued pursuant to the shares underlying the GT Warrant and (iv) the 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and (v) the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree. See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information.

	(3)	Amount shown represents share redemption levels reflecting 50% of the redeemable public shares outstanding (approximately 6,900,000 shares).

	(4)	Assumes that approximately 87% of JWAC’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Business Combination Agreement.

	(5)	Assumes issuance of 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares.

	(6)	Assumes issuance of the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree.

	(7)	Assumes exercise of all Representative Warrant to purchase 414,000 shares of JWAC Common Stock.

	(8)	Assumes exercise of all GT Warrants to purchase 5,000,000 shares of JWAC Common Stock.

The ownership percentage set forth above with respect to Pubco includes the shares issuable to the Chijet Holders, and assumes Rights Holders have exercised all of their JWAC Rights, assumes exercise of the Representative Warrant and the GT Warrant, and the Earnout Shares which would otherwise adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674,000,000) based on post-Closing financial performance and stock price metrics of Pubco based on the Earnout described elsewhere in this proxy statement/prospectus, and all upon the terms and subject to the conditions set forth in the BCA, but does not take into account (i) any shares reserved for issuance under the Incentive Plan, or (ii) the issuance of any shares relating to any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to JWAC.

The following table presents share information based on the various redemption scenarios, including no redemptions, 33.3%, 50%, 66.6% and maximum redemption scenarios.

	No				33.3%				50%				66.6%				Maximum
	Redemption (1)				Redemption (1)(2)				Redemption (1)(3)				Redemption (1)(4)				Redemption (1)(5)
JWAC public stockholders		15,525,000	8.8	%		10,350,000	6.3	%		7,762,500	5.1	%		5,175,000	3.8	%		1,827,469	2.0	%
JWAC Sponsor and directors and officers and underwriting representative		4,433,625	2.4	%		4,433,625	2.6	%		4,433,625	2.6	%		4,433,625	2.6	%		4,433,625	2.7	%
Chijet Holders		157,519,170	88.8	%		157,519,170	91.1	%		157,519,170	92.3	%		157,519,170	93.6	%		157,519,170	95.3	%
Pro Forma Combined Company Common Stock		177,477,795	100	%		172,302,795	100	%		169,715,295	100	%		167,127,795	100	%		163,780,264	100	%

(1)	Please see table below entitled “Additional Dilution Sources” showing dilution from exercise of Representative Warrant.
(2)	Assumes that 4,600,000 public shares are redeemed for aggregate redemption payments of $46.7 million assuming a $10.157 per share Redemption Price and based on funds in the Trust Account available to JWAC outside of the Trust Account as of September 30, 2022. The Business Combination Agreement includes a condition to the Closing, waivable by Chijet, that, at the Closing, JWAC have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions), prior to giving effect to the payment of JWAC’s unpaid transaction expenses or liabilities, at least equal to $10,000,000.
(3)	Assumes that 6,900,000 public shares are redeemed for aggregate redemption payments of $70.1 million assuming a $10.157 per share Redemption Price and based on funds in the Trust Account available to JWAC outside of the Trust Account as of September 30, 2022. The Business Combination Agreement includes a condition to the Closing, waivable by Chijet, that, at the Closing, JWAC have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions), prior to giving effect to the payment of JWAC’s unpaid transaction expenses or liabilities, at least equal to $10,000,000.
(4)	Assumes that 9,200,000 public shares are redeemed for aggregate redemption payments of $93.4 million assuming a $10.157 per share Redemption Price and based on funds available to JWAC outside of the Trust Account as of September 30, 2022. The Business Combination Agreement includes a condition to the Closing, waivable by Chijet, that, at the Closing, JWAC have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions), prior to giving effect to the payment of JWAC’s unpaid transaction expenses or liabilities, at least equal to $10,000,000.
(5)	Assumes that 12,175,583 public shares are redeemed for aggregate redemption payments of $123.7 million assuming a $10.157 per share Redemption Price and based on funds in the Trust Account available to JWAC outside of the Trust Account as of September 30, 2022. The Business Combination Agreement includes a condition to the Closing, waivable by Chijet, that, at the Closing, JWAC have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemptions), prior to giving effect to the payment of JWAC’s unpaid transaction expenses or liabilities, at least equal to $10,000,000.

All of the relative percentages above are for illustrative purposes only. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.” Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. Pursuant to JWAC’s underwriting agreement with I-Bankers, I-Bankers is entitled to $4,830,000 in deferred underwriting commissions, including for services performed by I-Bankers after the JWAC IPO, which are contingent upon completion of the business combination..

The following table shows the dilutive effect and the effect on the per share value of Pubco Ordinary Shares held by non-redeeming holders of JWAC Common Stock under a range of redemption scenarios and Representative Warrant exercise scenarios:

	No Redemptions⁽¹⁾				Assuming 50% Redemptions⁽²⁾				Maximum Redemptions⁽³⁾
	(shares in thousands)
	Shares		Value Per Share ⁽⁴⁾		Shares		Value Per Share ⁽⁵⁾		Shares		Value Per Share ⁽⁶⁾
Base Scenario⁽⁷⁾		177,478	$	1.14		170,578	$	0.78		165,302	$	0.48
Excluding Sponsor Shares and Rep Shares⁽⁸⁾		173,044	$	1.17		166,144	$	0.80		160,869	$	0.49
Exercising Representative Warrant^{(9)(10)(11)(12)}		183,392	$	1.10		176,492	$	0.75		171,216	$	0.46

(1)	Assumes that no shares of JWAC Common Stock are redeemed.
(2)	Assumes that 6,900,000 shares of JWAC Common Stock, or 50% of our public shares outstanding are redeemed.
(3)	Assumes that 12,175,583 shares of JWAC Common Stock, or 88.2% of the shares outstanding are redeemed.
(4)	Based on a post-transaction equity value of Pubco of $201.7 million.
(5)	Based on a post-transaction equity value of Pubco of $131.6 million.
(6)	Based on a post-transaction equity value of Pubco of $78.0 million.
(7)	Represents the post-Closing share ownership of Pubco assuming various levels of redemption by holders of JWAC Common Stock. Includes exercise of JWAC Rights, as JWAC Rights are generally exercisable upon consummation of the Business Combination, and which includes exercise of placement rights sold to Sponsor as part of the placement units exercisable into up to 1,803,625 Pubco Ordinary Shares.
(8)	Represents the Base Scenario excluding: the founder shares held by Sponsor and the JWAC Initial Stockholders, and I-Bankers and excluding the placement shares and placement rights held by Sponsor, and which we collectively refer to in this table as “Sponsor Shares” and the I- Bankers private placement shares, private placement rights and representative shares, which we collectively refer to as the “Rep Shares.” In addition, this excludes the 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree.
(9)	Represents the Base Scenario plus the Sponsor Shares, plus the full exercise of the Representative Warrant for 414,000 shares and the full exercise of GT Warrant for 5,000,000 shares, the 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree.
(10)	Does not account for proceeds paid to JWAC or Pubco, if any, in connection with payment of the exercise prices for Representative Warrant.
(11)	Does not account for proceeds paid to JWAC or Pubco, if any, in connection with payment of the exercise price for GT Warrant.
(12)	The fact that, assuming the exercise and conversion of all of securities following the consummation of the Business Combination, the Sponsor and its affiliates’ total potential ownership in the Combined Company is estimated to comprise approximately 2.4% of outstanding Pubco Ordinary Shares in a no redemption scenario, 2.4% in a 50% redemption scenario and 2.5% of outstanding Pubco Ordinary Shares in a maximum redemption scenario (see the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information);

For further details, see “Business Combination Proposal—Transaction Consideration.”

Q:	What are the effective deferred underwriting fees on a percentage basis for JWAC Common Stock based on the level of redemptions?

A:	Approximately $4,830,000 of deferred underwriting fees related to the IPO are conditioned upon completion of an initial business combination by JWAC, which fees are not impacted by the size of such transaction or the level of redemptions associated therewith. The following table illustrates the effective deferred underwriting fee on a percentage basis for JWAC Common Stock at each redemption level identified below.

	No Redemption Scenario			Assuming 50% Redemption Scenario			Maximum Redemption Scenario
	(shares in thousands)
	(amounts in thousands of US$)
Unredeemed public shares of JWAC
Class A Common Stock		13,800			6,900			1,624
Trust proceeds to Pubco	$	140,173		$	70,087		$	16,500
Deferred Underwriting Fees	$	4,830		$	4,830		$	4,830
Effective Deferred Underwriting Fees*		3.5	%		7.0	%		29.7	%

* Assuming a trading price of $10.00 share.

The level of redemptions will also impact the effective deferred underwriting fee per share of our public shares incurred in connection with the IPO and payable upon the completion of the Business Combination. JWAC incurred $4,830,000 in deferred underwriting fees. Assuming exercise of the Rights, in a no redemption scenario, the effective deferred underwriting fee would be approximately $0.35 per public share on a pro forma basis (or 3.5% of the value of shares assuming a trading price of $10.00 per public share). In a medium redemption scenario in which 50% of the shares assumed to be redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.70 per public share on a pro forma basis (or 7.0% of the value of shares assuming a trading price of $10.00 per share). In the maximum redemption scenario, the effective deferred underwriting fee would be approximately $2.97 per public share on a pro forma basis (or 29.7% of the value of shares assuming a trading price of $10.00 per share).

Q:	How will the Sponsor and our directors and officers vote?

Our Initial Stockholders, including the Sponsor and our directors and officers, currently own 493,000 shares of JWAC Common Stock and 3,450,000 shares of JWAC Class B Common Stock, representing 21.7% of the issued and outstanding shares of JWAC Common Stock. Shares of JWAC Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment as provided in our amended and restated certificate of incorporation. See “Certain Relationships and Related Person Transactions.”

As a result, and because I-Bankers has agreed to vote its representative shares in favor of the applicable proposal, we may need as few as only 183,751, or approximately 1.33%, of the 13,800,000 of our public shares, to be voted at the Special Meeting in favor of the Advisory Charter Amendments Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, and as few as 4,722,501, or approximately 34.22% of our 13,800,000 public shares, to be voted in favor of the Business Combination Proposal and the Charter Amendments Proposal, in order to have our Business Combination approved.

Q:	What interests do JWAC’s current officers and directors have in the Business Combination?

A:	The Sponsor, members of JWAC’s Board and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include, among other things:

	●	If the Business Combination, or another business combination, is not consummated by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), then JWAC will (i) cease all operations except for the purpose of winding up, (ii) redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

	●	The Sponsor (including its representatives and affiliates) and JWAC’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to JWAC’s and the Sponsor and JWAC’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to JWAC completing its initial business combination, and as result of which, the Sponsor and JWAC’s officers and directors may become aware of business opportunities which may be appropriate for presentation to JWAC, and the other entities to which they owe fiduciary or contractual duties, and may have conflicts of interests in determining to which entity a particular business opportunity should be presented (and these conflicts may include presentation to other entities prior to their presentation, if at all, to JWAC, and may not always be resolved in the favor of JWAC, subject to applicable fiduciary duties under Delaware law, in that JWAC has provided in its amended and restated certificate of incorporation that JWAC has renounced its interest in any corporate opportunity presented to JWAC).

	●	The Sponsor and its affiliates’ total potential ownership in the Combined Company, assuming the exercise and conversion of all of securities following the consummation of the Business Combination, is estimated to comprise approximately 2.4% of outstanding Chijet Ordinary Shares in a no redemption scenario, 2.4% of outstanding Chijet Ordinary Shares in a 50% redemption scenario and 2.5% of outstanding Chijet Ordinary Shares in a maximum redemption scenario (see the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information).

	●	The Sponsor paid an aggregate of approximately $50,000 for the founder shares, which are currently held by the Sponsor and JWAC Initial Stockholders and their permitted transferees, and the market value of such shares as of March 8, 2023 was approximately $36,052,500, and such securities should have a significantly higher value than $50,000 at the time of the Business Combination, and if JWAC does not complete an initial business combination will expire worthless.

	●	The Sponsor and JWAC Initial Stockholders paid an aggregate of approximately $4,930,000 for the 493,000 private placement units in connection with the IPO, at a price of $10.00 per unit, the market value of such securities (including the private placement rights issued as part of those units as having an assumed value of the JWAC Rights) as of March 8, 2023 was approximately $5,156,780, and such securities should have a higher value than $4,930,000 at the time of the Business Combination.

	●	The Sponsor and JWAC Initial Stockholders and each of their permitted transferees, including our officers and directors, have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares and private placement shares (but not public shares) held by them if JWAC fails to complete its initial business combination by the time required prior to JWAC’s liquidation in accordance with its amended and restated certificate of incorporation (which waiver was provided in connection with the IPO and without any separate consideration paid in connection with providing such waiver), and therefore if JWAC is unable to consummate a business combination by that time, those shares would expire worthless.

	●	The Sponsor and JWAC Initial Stockholders, and each of their permitted transferees, including our officers and directors, have waived their redemption rights with respect to any founder shares, placement shares and public shares held by them (other than relating to liquidating distributions to public shares from the Trust Account if JWAC fails to complete its initial business combination by the time required prior to JWAC’s liquidation in accordance with its amended and restated certificate of incorporation), which waiver was provided in connection with the IPO and without any separate consideration paid in connection with providing such waiver.

	●	JWAC’s officers and directors in accordance with the terms of JWAC’s IPO will be issued an aggregate of 300,000 Chijet Ordinary Shares within 10 days following the consummation of the Business Combination, and if the Business Combination or any initial business combination fails to occur prior to JWAC’s liquidation in accordance with its amended and restated certificate of incorporation, such compensation will not be issued to JWAC’s officers and directors.

	●	The Sponsor, officers and directors and their affiliates can earn a positive rate of return on their overall investment in JWAC and Chijet after the Business Combination, even if other holders of JWAC Common Stock experience a negative rate of return, due to having purchased the founder shares, as described above, for $50,000 or approximately $0.017 per share.

	●	As of March 8, 2023, JWAC has issued unsecured promissory notes in an aggregate principal amount of $2,860,000, which is comprised of: (i) an unsecured promissory note in the principal amount of $1,380,000 issued to Chijet on December 5, 2022; (ii) an unsecured promissory note in the principal amount of $1,180,000 issued to Chijet on March 6, 2023; (iii) an unsecured promissory note in the principal amount of $100,000 to Jupiter Wellness Investment Corp., a wholly-owned subsidiary of Sponsor on March 6, 2023; and (iv) an unsecured promissory note in the principal amount of $200,000 to Sponsor on March 8, 2023 (collectively, the “Promissory Notes”). Each of the Promissory Notes bears no interest and is due and payable upon the earlier of the consummation of the initial business combination or the date of the liquidation of JWAC. If JWAC does not complete a business combination, JWAC may use a portion of proceeds held outside the Trust Account to repay the Promissory Notes, but no proceeds held in the Trust Account would be used to repay these loans.

	●	In summation of the foregoing, the aggregate dollar amount that the Sponsor and its affiliates have at risk depending on the completion of an initial business combination, including the Business Combination, is approximately $44,134,159, as of March 8, 2023, which amount includes the current value of securities held (assuming that the current value of each of the securities held whether publicly traded shares of JWAC Common Stock, or private placement shares or private placement rights, are in each case valued at the current price of JWAC Common Stock and JWAC Rights) and consisting of (i) the founders shares, and (ii) the private placement units purchased in connection with the IPO, and the Promissory Notes, although as of the date of this proxy statement/prospectus, there are no fees due or out of pocket expenses for which they are awaiting reimbursement.

	●	In addition, the aggregate dollar amount that the JWAC officers and directors have at risk depending on the completion of an initial business combination, including the Business Combination, is approximately $3,135,000, as of March 8, 2023 (assuming that the future value of Pubco Ordinary Shares will be the same as the current value of each share of JWAC Common Stock), which as described above consists of the 300,000 shares of JWAC Common Stock to be issued to JWAC’s officers and directors in accordance with the terms of JWAC’s IPO within 10 days following the closing of the Business Combination that shall be exchanged for the equivalent number of Pubco Ordinary Shares.

	●	As a result of the foregoing the Sponsor, and officers and directors of JWAC, will benefit from the completion of an initial business combination, including the Business Combination, and may be incentivized to complete an acquisition or business combination of a less favorable target company or on terms less favorable to shareholders of JWAC rather than liquidate.

Q:	What happens if I sell my shares of JWAC Common Stock before the Special Meeting?

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of JWAC Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of JWAC Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

Q:	What happens if the Business Combination Proposal is not approved?

Pursuant to the JWAC Certificate of Incorporation, if the Business Combination Proposal is not approved and JWAC does not otherwise consummate an alternative business combination by June 8, 2023, unless extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate, JWAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Q:	Do I have redemption rights?

Pursuant to the JWAC Certificate of Incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the JWAC Certificate of Incorporation. As of September 30, 2022, based on funds in the Trust Account of $140 million, this would have amounted to approximately $10.157 per share (net of taxes payable on accrued interest in the Trust Account). It is anticipated that the per share redemption price will be approximately $10.157 (net of taxes payable on accrued interest in the Trust Account) at the closing of the Business Combination, which is anticipated to occur during the first half of 2023. If a holder exercises its redemption rights, then such holder will be exchanging its shares of JWAC Common Stock for cash. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to JWAC’s transfer agent prior to the Special Meeting. See the question titled “How do I exercise my redemption rights?” below and the section titled “Special Meeting of JWAC Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Holders of JWAC Rights do not have redemption rights with respect to their rights. At the Closing of the Business Combination, the JWAC Rights will be eligible to be exchanged for one-eighth (1/8) of one share of JWAC Common Stock, as described elsewhere in this proxy statement/prospectus.

Holders of our public shares who also hold JWAC Rights may elect to redeem their public shares, and still retain their JWAC Rights. The value of our JWAC Rights based on a recent trading price as of March 8, 2023 was $2.0 million. Public stockholders who redeem their shares of JWAC Common Stock may continue to hold any JWAC Rights that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such JWAC Rights.

As indicated by the foregoing reduction in expected prices upon maximum redemptions, there are material risks relating to electing to redeem your public shares (and redemptions generally), relating to the value of your JWAC Rights. For more information see “Risk Factors — Our holders of JWAC Rights may elect to redeem their public shares while retaining their JWAC Rights, although if redemptions exceed the threshold allowable for us to consummate the Business Combination, the JWAC Rights will expire worthless.”

For information about the per share value of JWAC Common Stock given different levels of redemptions, see “Questions and Answers — What equity stake will current stockholders of JWAC and the Chijet Holders hold in Pubco after the Closing?”

Our JWAC Rights are eligible to be converted at the Effective Time of the Business Combination into JWAC Common Stock, as described elsewhere in this proxy statement/prospectus. Accordingly, your JWAC Rights will cease to be traded upon consummation of the Business Combination, and will only have value based on the value of Pubco Ordinary Shares which the holder is eligible to receive upon closing of the Business Combination. Because redemptions will deplete our Trust Account, and the assets of Pubco would be calculated, in part, based on the cash in the Trust Account at the Closing, an increase in redemptions of our public shares would reduce the assets available from the Trust Account to Pubco at Closing which may negatively impact the value of Pubco Ordinary Shares that you would receive in exchange for your JWAC Rights.

The JWAC Certificate of Incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Business Combination and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of JWAC Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

If in excess of the maximum redemptions occur, and as a result we are unable to consummate the Business Combination, because your JWAC Rights are only exercisable or convertible following a business combination, if we do not consummate a business combination by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), and we liquidate the funds held in the Trust Account, holders of rights will not receive any such funds with respect to their rights, nor will they receive any distribution from our assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Q:	Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether or not you attend or vote your shares of JWAC Common Stock at the Special Meeting, and regardless of how you vote your shares with respect to the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:	How do I exercise my redemption rights?

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on March 27, 2023 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to American Stock Transfer & Trust Company, our transfer agent, at the following address:

American Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn:

E-mail:

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is JWAC’s understanding that stockholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, JWAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:	What are the federal income tax consequences of exercising my redemption rights?

JWAC stockholders who exercise their redemption rights to receive cash in exchange for their shares of JWAC Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of such common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of JWAC Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of JWAC Common Stock. These tax consequences are described in more detail in the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q:	What are the U.S. federal income tax consequences if I do not exercise my redemption rights and instead participate in the Business Combination?

It is intended that the Business Combination will qualify as part of an exchange described in Section 351 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. However, the provisions of Section 351 of the Code are complex and qualification as a non-recognition transaction thereunder could be adversely affected by events or actions that occur following the Business Combination. As a result, neither JWAC’s nor Chijet’s counsel is able to opine as to whether the Business Combination will qualify as part of an exchange described in Section 351 of the Code. If the Business Combination qualifies as part of an exchange described in Section 351, then U.S. Holders (as defined in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations”) of JWAC Common Stock who do not exercise their redemption rights and who participate in the Business Combination generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of JWAC Common Stock for Pubco Ordinary Shares. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of your participation in the Business Combination. See “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”

Q:	If I am a rights holder, can I exercise redemption rights with respect to my rights?

A:	No. The holders of rights have no redemption rights with respect to such rights.

Q:	Do I have appraisal rights in connection with the proposed Business Combination?

A:	Under the DGCL, there are no appraisal rights available to holders of shares of JWAC Common Stock or holders of our rights in connection with the Business Combination.

Q:	What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:	If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

●

JWAC stockholders who properly exercise their redemption rights;

●

deferred underwriting fees owed to I-Bankers in connection with the Business Combination;

●

certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by JWAC or Chijet in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement;

●

any loans owed by JWAC to its Sponsor for any JWAC transaction expenses or other administrative expenses incurred by JWAC; and

●

for general corporate purposes including, but not limited to, maintenance or expansion of operations of post-transaction businesses, to fund the purchase of other companies or working capital for operations.

Q:	What happens if the Business Combination is not consummated?

A:	There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal — Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, JWAC is unable to complete the Business Combination or another initial business combination transaction by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), the JWAC Certificate of Incorporation provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest not previously released to JWAC to pay taxes payable and up to $50,000 to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to JWAC’s outstanding rights. Accordingly, the rights will expire worthless.

Q:	When is the Business Combination expected to be completed?

A:	The closing is expected to take place in the first half of 2023.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:	What will JWAC stockholders receive in the Business Combination?

Upon completion of the Business Combination, each outstanding share of JWAC Class A Common Stock will be exchanged for Pubco Ordinary Share. Each share of JWAC Class B Common Stock will be automatically converted into applicable shares of JWAC Common Stock immediately prior to the Effective Time of the Business Combination. Shares held by JWAC as treasury stock or that are owned by JWAC, which we refer to as the JWAC excluded shares, will not be exchanged and will be cancelled.

Q:	If I am a JWAC Rights Holder, will my rights become exchangeable for shares of Pubco Common Stock if the Business Combination is consummated?

Yes. Pursuant to the Business Combination Agreement and the terms of the JWAC rights, each JWAC right will be exchanged for one-eighth (1/8) of one share of JWAC Class A Common Stock, and these shares will be exchanged for Pubco Ordinary Shares pursuant to the Merger (and subsequent to such exchange the exchanged JWAC Class A Common Stock will be cancelled). However, in the event that JWAC does not consummate a business combination by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), JWAC will be required to liquidate and any JWAC rights you own will expire without value.

JWAC will not issue fractional shares of our Class A Common Stock in exchange for rights, but will instruct the rights agent to round up for each Rights Holder the amount of our Class A Common Stock to be received by that Rights Holder to the nearest whole share.

Q:	I am a Rights Holder, and how do I receive stock in the Merger?

As soon as practicable after the Business Combination, according to the terms of the Rights, JWAC will direct holders of the Rights to return their certificate of Rights to our rights agent, American Stock Transfer & Trust Company (the “rights agent”). Upon receipt of a valid certificate of Rights, the rights agent will issue to the registered Rights Holder a certificate (or certificates) or book-entry position for the number of shares, being full shares, of JWAC Common Stock to which that Rights Holder is entitled, aggregated on a per Rights Holder basis, in such name or names as may be directed by the Rights Holders. In no event will there be an issuance of net cash to settle the Rights, and JWAC and Pubco will not issue fractional shares to such Rights Holder. JWAC will instruct the rights agent to round down to the nearest whole share of JWAC Common Stock, when the rights agent issues to the registered Rights Holder a certificate for the number of shares of JWAC Common Stock to which that Rights Holder is registered. JWAC and the rights agent will then exchange those shares of JWAC Common Stock for Pubco Ordinary Shares as discussed in this proxy statement/prospectus. In the interests of efficiency and to avoid duplication of certificates, JWAC may instruct the rights agent to issue a certificate of Pubco Ordinary Shares to the Rights Holder, without the Rights Holder having again to exchange a certificate of JWAC Common Stock for Pubco Ordinary Shares.

Q:	If the Business Combination is completed, when can I expect to receive the Pubco Ordinary Shares for my shares of JWAC Common Stock?

After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to JWAC security holders regarding the exchange of their JWAC securities for Pubco Ordinary Shares. JWAC stockholders who exercise their redemption rights must deliver their stock certificates to JWAC’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Special Meeting.

Upon effectiveness of the Business Combination, all of the outstanding JWAC Class B Common Stock will be converted into JWAC Common Stock on a one-for-one basis, subject to adjustment as provided the JWAC Certificate of Incorporation. Hence, upon consummation of the Business Combination, JWAC Common Stock will consist of our Class A Common Stock, which will be exchanged for Pubco Ordinary Shares.

Q:	How much cash will be available to Pubco following the closing of the Business Combination, assuming maximum and minimum redemptions? To what extent will Pubco need to secure additional financing in connection with the Business Combination following the Business Combination?

Following the closing of the Business Combination, it is currently anticipated that Pubco will have available to it approximately $140 million of cash from the Trust Account, after payment of estimated expenses and assuming no redemptions are made by JWAC public stockholders prior to the closing of the Business Combination, or approximately $140 million of cash from the Trust Account, after payment of estimated expenses and assuming that the maximum amount of redemptions are made by JWAC public stockholders prior to the closing of the Business Combination.

The Sponsor has made certain commitments regarding funding of JWAC. The Sponsor has agreed that it will be liable to JWAC, if and to the extent any claims by a vendor for services rendered or products sold to JWAC, or a prospective target business with which JWAC has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.157 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under JWAC’s indemnity of the underwriters in the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. JWAC seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for JWAC’s independent registered accounting firm), prospective target businesses or other entities with which JWAC does business, execute agreements with JWAC waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

JWAC entered into extension loans with Chijet to fund the Trust Account for an aggregate amount of $2,560,000 in exchange for an unsecured promissory note dated December 5, 2022 in the principal amount of $1,380,000 and an unsecured promissory note dated March 6, 2023 in the principal amount of $1,180,000, which we refer to as the extension loans. The funds for the extension loans were advanced by Chijet in exchange for the promissory notes, with a similar extension loan to be made three months from March 6, 2023 in a similar amount by Chijet. The extension loans, along with the other funds in the Trust Account will be distributed either to: (i) all of the holders of public shares upon our liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection with the consummation of our initial Business Combination. The extension loans bear no interest and are repayable upon the earlier of the consummation of an initial business combination or the date of the liquidation of JWAC. If JWAC does not complete the Business Combination by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), the loans will not be repaid.

In order to meet JWAC’s working capital needs, the Sponsor or its affiliates, or our officers and directors may, but are not obligated to, loan JWAC funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, and which we refer to as working capital loans. Each such loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at a holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. If JWAC does not complete a business combination, JWAC may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay these loans.

There were no amounts outstanding relating to working capital loans at January 1, 2023. See “Certain Relationships and Related Person Transactions.”

In the event of maximum redemptions, we may be in need of raising additional financing. We expect that from time to time we may need to raise additional financing to maintain our operations, and from time to time we may wish to raise additional financing in order to take advantage of business opportunities. To the extent we need or wish to raise such additional financing, our access to commercial bank financing or the debt and equity capital markets may be limited by various factors, including the condition of overall credit and capital markets, general economic factors, the state of the industry, our financial performance, credit ratings, and other factors. Commercial credit and debt and equity capital may not be available to us on favorable terms, or at all. While Chijet is in continuing discussions with several potential lenders, no commitments for financing have been obtained to date, and there can be no assurances that any such financing will be consummated on terms acceptable to Chijet, if at all.

Q:	What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/ prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

If you hold membership interests of Chijet, you may execute and return your written consent to Chijet in accordance with the instructions provided.

Q:	How do I vote?

If you were a holder of record of JWAC Common Stock or JWAC Class B Common Stock on March 8, 2023, the Record Date, you may vote with respect to the Proposals in person (including by virtual attendance) at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person (or by virtual attendance), obtain a proxy from your broker, bank or nominee.

Q:	What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:	Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposal.

Abstentions will have no effect on the remaining Proposals in a special meeting with a duly called quorum.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Special Meeting, because JWAC does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposal. At a meeting with a quorum, broker non-votes will have no effect on the vote on the remaining Proposals.

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by JWAC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:	If I am not going to attend the Special Meeting in person (or by virtual attendance), should I return my proxy card instead?

A:	Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/ prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. JWAC believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to JWAC’s secretary at the address listed below so that it is received by JWAC’s secretary prior to the Special Meeting or virtually attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to JWAC’s secretary, which must be received by JWAC’s secretary prior to the Special Meeting.

Q:	Who will solicit and pay the cost of soliciting proxies?

JWAC will pay the cost of soliciting proxies for the Special Meeting. JWAC has engaged Advantage Proxy, Inc., which we refer to as “Proxy Solicitor,” to assist in the solicitation of proxies for the Special Meeting. JWAC has agreed to pay Proxy Solicitor a fee of $10,000, plus expenses estimate to be $1,500. JWAC will reimburse Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. JWAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of JWAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the JWAC Common Stock and in obtaining voting instructions from those owners. JWAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/ prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Brian S. John

Chief Executive Officer

Jupiter Wellness Acquisition Corp.

1061 E. Indiantown Road, Suite 110

Jupiter, FL 33477

(561) 244-7100

You may also contact our Proxy Solicitor at (877) 870-8565 (toll free) or (206) 870-8565 (collect) or by email at ksmith@advantageproxy.com.

To obtain timely delivery, JWAC stockholders must request the materials no later than , 2023.

You may also obtain additional information about JWAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to JWAC’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

American Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn:

E-mail:

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

JWAC

JWAC is a special purpose acquisition company incorporated on September 14, 2021 for purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. JWAC’s Class A common stock and rights are currently quoted on the Nasdaq Capital Market under the symbols “JWAC” and “JWACR,” respectively. JWAC’s executive office is located at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, and its telephone number is (561) 244-7100.

Sponsor

Jupiter Wellness Sponsor LLC, a Delaware limited liability company, is the sponsor of JWAC and currently, together with our officers and directors, owns 21.7% of the issued and outstanding shares of JWAC Common Stock. The Sponsor’s executive office is located at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, and its telephone number is (561) 462-2700.

Pubco

Pubco is a wholly-owned subsidiary of Chijet and is the owner of all of the issued and outstanding equity interests of Merger Sub. Pubco incorporated as an exempt company with limited liability under the laws of the Cayman Islands on June 14, 2022. Pubco owns no material assets other than the equity interest of Merger Sub and it does not operate any business.

The mailing address of the principal executive offices of Pubco are Sertus Chamber, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. Pubco conducts its operations through Chijet and its subsidiaries, and Pubco’s global headquarters are based in No. 8, Beijing South Road Economic & Technological Development Zone Yantai, Shandong, CN-37 264006 People’s Republic of China, or Mainland China. Pubco’s telephone number is +86-0535-2766221.

Merger Sub

Merger Sub is a wholly-owned subsidiary of Pubco formed solely for the purpose of effectuating the merger with JWAC in which JWAC will be the surviving entity. Merger Sub was incorporated under the laws of the State of Delaware on June 21, 2022. Merger Sub owns no material assets and does not operate any business.

The mailing address and telephone number of Merger Sub’s principal executive office is the same as for JWAC. At the consummation of the Business Combination, Merger Sub will cease to exist after being merged into JWAC.

Chijet

Chijet, Inc., a Cayman Islands exempted company, or Chijet, is an owner and manufacturer of traditional and electric vehicles, together with its subsidiaries. Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles. In addition, Chijet indirectly holds an over 60% interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures and sells traditional fuel vehicles. Chijet was incorporated under the laws of the Cayman Islands on July 2, 2021.

The primary business of Chijet is the development, manufacture, sales and service of traditional fuel vehicles and electric vehicles. State-of-the-art manufacturing systems and stable supply chain management enable the company to provide consumers with products of high performance at reasonable prices. Chijet’s factory in Yantai, China, is designed to be dedicated to EV production, and the company’s headquarters will be also located at the planned Yantai factory. Chijet has a management team of industry veterans with decades of experience in engineering and design, management, financing, industrial production and financial management.

Chijet’s executive office is located at No. 8, Beijing South Road Economic & Technological Development Zone Yantai, Shandong, P.R. China, and its telephone number is +86 0535-2766202.

The Combined Company and Chijet’s Structure before and after the Business Combination

The ownership structure of Chijet before Closing is as follows:

The ownership structure of the Combined Company giving effect to the Business Combination is as follows:

The Business Combination and the Business Combination Agreement

On October 25, 2022, JWAC entered into the Business Combination Agreement by and among JWAC, Pubco, Merger Sub, the Sellers and Chijet. The Business Combination Agreement provides for the combination of JWAC and Chijet under Pubco, a new holding company, as its direct, wholly-owned subsidiaries. Pursuant to the Business Combination and Business Combination Agreement (a) Pubco will acquire all of the issued and outstanding shares of Chijet from the Sellers in exchange for ordinary shares of Pubco, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco, which we refer to as the Share Exchange; and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco. For more information about the transactions contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Proposal—Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated herein by reference.

Transaction Consideration

This registration statement and the accompanying proxy/statement prospectus relate to an offering of Pubco Ordinary Shares of Pubco, the holding company in the Business Combination, which is domiciled in the Cayman Islands. The consideration in this transaction is Pubco Ordinary Shares. After consummation of the Business Combination, Pubco will directly own JWAC. Pubco will also directly own Chijet, which operates through its indirect subsidiaries, Baoya, and Baoya’s subsidiary, FAW Jilin. For more information about the ownership structure of the Combined Company, see the organizational chart set forth on the page immediately above.

Subject to the terms and conditions set forth in the Business Combination Agreement, in connection with the Effective Time of the Business Combination:

(i)	each of the outstanding shares of JWAC Common Stock will be exchanged for the right to receive one Pubco Ordinary Share (and following such exchange the share of JWAC Common Stock will be cancelled),

(ii)	each outstanding share of JWAC’s Class B Common Stock, according to JWAC’s Certificate of Incorporation, will be converted into one share of JWAC Common Stock, immediately prior to the Effective Time, and exchanged for a Pubco Ordinary Share in accordance with subsection (i) above; and

(iii)

the registered holder of JWAC Rights will be issued the number of full shares of JWAC Common Stock to which such holder of JWAC Rights is eligible, and which shall be exchanged for the equivalent number of Pubco Ordinary Shares, in accordance with subsection (i) above; and

(iv)

the Sellers will receive the number of Pubco Ordinary Shares in the Share Exchange that shall have an aggregate value equal to One Billion Six Hundred Million Dollars ($1,600,000,000), subject to certain Sellers having an earnout (the “Earnout”) which would adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674,000,000) based on certain post-Closing financial performance and stock price metrics of Pubco, described below, and all upon the terms and subject to the conditions set forth in the Business Combination Agreement.

In addition, according to the terms of GT Warrant granted by Baoya to Greentree, GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares.

In connection with the Earnout, the holders of JWAC Common Stock shall receive a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged as described above, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers, which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers) have waived their rights to receive a CVR relating to those privately placed shares.

As JWAC does not have any outstanding shares of preferred stock, and is anticipated to have no outstanding shares of preferred stock at the Effective Time, no exchange of preferred stock is expected to occur at the Effective Time.

For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

Conditions to Consummation of the Merger

The consummation of the Merger is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Condition Precedent Proposals; (ii) expiration of any waiting period under applicable antitrust laws; (iii) receipt of all consents required to be obtained from governmental authorities; (iv) no law or order preventing or prohibiting the Business Combination; (v) JWAC having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any private placement financing; (vi) the amendment by the shareholders of Pubco’s memorandum and articles of association in a form acceptable to Chijet and JWAC; (vii) receipt by Chijet and JWAC of evidence reasonably satisfactory to each such party that Pubco qualifies as a foreign private issuer; (viii) the Registration Statement of which this proxy statement/prospectus forms a part, being declared effective by the SEC; (ix) Pubco Ordinary Shares having been approved for listing on Nasdaq, subject only to the official notice of issuance; and (x) no litigation brought by a third party that is not an affiliate of the parties to the Business Combination Agreement, to enjoin or otherwise restrict the consummation of the Closing.

In addition, unless waived by Chijet, the obligations of Chijet, the Merger Sub and the Sellers to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

●

The representations and warranties of JWAC being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to materiality or material adverse effect qualifications);

●

JWAC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing;

●

Absence of a material adverse effect with respect to JWAC since the date of the Business Combination Agreement which is continuing and uncured;

●

Chijet having received a copy of the Amended and Restated Registration Rights Agreement, an agreement for escrow of the CVRs and the CVR Agreement, in each case duly executed by JWAC; and

●

the election or appointment of members to Pubco’s post-Closing board of the four directors designated by Chijet, pursuant to the Business Combination Agreement; and

●

JWAC having upon the Closing cash and cash equivalents (including funds remaining in the Trust Account after completion and payment of the Redemption and the proceeds of any private placement financing), net of the Company’s unpaid expenses and liabilities, at least equal to $10,000,000, which we refer to as the Minimum Cash Condition.

Unless waived by JWAC, the obligations of JWAC to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

●

The representations and warranties of Chijet, Pubco and Sellers being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to a qualifier as to material adverse effect);

●

Chijet, Pubco, Merger Sub and the Sellers having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior to the Closing Date;

●

Absence of a material adverse effect with respect to Chijet or Pubco since the date of the Business Combination Agreement which is continuing and uncured;

●

receipt by JWAC of employment agreements, effective as of the Closing, in form and substance acceptable to the JWAC and Chijet, between certain persons and Chijet or a Chijet affiliate, as applicable, duly executed by the parties thereto;

●

JWAC having received a copy of the Amended and Restated Registration Rights Agreement, CVR Agreement and related escrow agreement duly executed by Sellers party thereto and Pubco;

●

receipt by JWAC of the evidence of the termination of any outstanding options, warrants or other convertible securities of Chijet (if any);

●

receipt by JWAC of share certificates and other documents evidencing the transfer of the Chijet Ordinary Shares to Pubco;

●

receipt by JWAC of reasonably acceptable evidence of the termination of certain Chijet group related party contracts;

●

receipt by the JWAC of copies of lock-up agreements, effective as of the Closing, in the form attached to the Business Combination Agreement

●

JWAC having received a copy of duly executed customary non-competition agreements, effective as of the Closing, in form and substance acceptable to JWAC and Chijet, among Pubco, Chijet and certain Sellers; and

●

the election or appointment of members to Pubco’s post-Closing board of the two independent directors designated by JWAC pursuant to the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of Chijet and JWAC, or by Chijet or JWAC acting alone, in specified circumstances, including:

●

by written notice by either JWAC or Chijet if the Closing has not occurred on or prior to June 8, 2023, or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation, or amendment to such certificate, under the Business Combination Agreement (the “Outside Date”) provided that if the JWAC elects to extend the date by which it must consummate its initial business combination (by up to an additional three months, which we refer to as an Extension, the Company is required five (5) days prior to the applicable Extension deadline to deposit into the Trust Account the sum of $1,380,000, by means of a purchase by Chijet of limited liability company membership interests in the Sponsor, all on the terms and conditions set forth in the Business Combination Agreement upon. Upon an effective Extension as described above, the Outside Date will be automatically extended to the last day of such Extension period.

●

by written notice by either JWAC or Chijet if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable;

●

by Chijet for JWAC’s uncured breach of the Business Combination Agreement, if the breach by JWAC causing any of JWAC’s representations, covenants or agreements therein to become untrue or materially inaccurate which would result in a failure of its related Closing condition (and which has not been cured within the earlier of 20 days of written notice or the Outside Date);

●

by JWAC for the uncured breach of the Business Combination Agreement by Chijet, Pubco, Merger Sub or any Seller, if the breach by such party causing any of such party’s representations, covenants or agreements to become untrue or materially inaccurate which would result in a failure of its related Closing condition (and which has not been cured within the earlier of 20 days of written notice or the Outside Date);

●

by written notice by JWAC if there has been a material adverse effect on Chijet or Pubco since the date of the Business Combination Agreement which is continuing and uncured; or

●

by written notice by either JWAC or Chijet if JWAC holds the Special Meeting and at a duly conducted vote of its stockholders does not obtain approval of the Business Combination Agreement and the Business Combination.

A party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination Agreement by such party (or with respect to Chijet, by the Sellers, Pubco or Merger Sub).

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, fees and expenses, waiver of claims against the trust, termination and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any fraud claims or willful breach of the Business Combination Agreement prior to such termination.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, and which we refer to as Related Agreements, but does not purport to describe all of their terms. The following summary is qualified in its entirety by reference to the complete text of each of these Related Agreements, which are included as exhibits to this proxy/statement prospectus. You are urged to read such Related Agreements in their entirety.

Sponsor Support Agreement

Simultaneously with the execution of the Business Combination Agreement, JWAC, Chijet, Pubco and the Sponsor entered into a sponsor support agreement, in which, among other things, these parties agreed to (i) not to solicit or cause JWAC to enter into any alternative competing transactions, (ii) to vote all of their founder shares and all of the public shares held by them in favor of the Business Combination and in opposition of any alternative competing transactions and (iii) a moratorium, or lock-up, on selling shares which was substantially the same as that entered into by the Sponsor in connection with our IPO.

Simultaneously with the execution of the Business Combination Agreement, JWAC, Pubco, Chijet and the Sponsor, as well as Join Surplus International Ltd. (“Join Surplus”), and I-Bankers (collectively with the Sponsor and Join Surplus, the “Support Agreement Parties”) entered into a support agreement pursuant to which the Sponsor Support Agreement Parties agreed to support the Business Combination and to vote all of its shares of JWAC Common Stock (and any other securities of JWAC owned or acquired by them) in favor of the Business Combination Agreement and the Business Combination. The Sponsor Support Agreement Parties also agreed to take certain other actions in support of the Business Combination Agreement and the Business Combination and to refrain from taking such actions that would adversely impede the ability of the parties to perform the Business Combination Agreement. The Support Agreement also prevents transfers of JWAC Common Stock and JWAC securities held by the Sponsor Support Agreement Parties between the date of the Support Agreement and the date of the Closing or earlier termination of the Business Combination Agreement unless the transferee executes a joinder to the Support Agreement.

The Sponsor also agreed to be bound by and comply with the provisions of the Business Combination Agreement relating to Chijet’s funding of a potential Extension and, upon and subject to the funding of such an Extension by Chijet in accordance with the Business Combination Agreement, to issue to Chijet the relevant limited liability company membership interests in the Sponsor.

Each of the Sponsor and Join Surplus, solely in connection with the Business Combination, agreed to waive certain anti-dilution provisions under JWAC’s governing documents relating to the conversion of JWAC’s Class B Common Stock. The Support Agreement Parties, solely in connection with the Business Combination, each agreed to waive the right to receive CVRs for JWAC’s Class A Common Stock which they received in a private placement from the Company or upon conversion of JWAC’s Class B Common Stock.

Each of the Support Agreement Parties, on behalf of itself and its affiliates, provided a general release of JWAC, Pubco, Chijet and Merger Sub, effective as of the Closing, other than with respect to rights under the Business Combination Agreement and ancillary documents and certain other customary exceptions.

Lock-Up Agreement

In connection with our IPO, JWAC Initial Stockholders, including our Sponsor, have agreed in a lock-up agreement not to transfer, assign or sell any of JWAC Class B Common Stock (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of a Business Combination, (ii) the date on which the closing price of Pubco Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period from the Closing until such six months after a Business Combination or (iii) if, earlier, the date the Combined Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Combined Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

During the period of the lock-up agreement, the JWAC Initial Stockholders also agreed not to, with respect to Pubco Ordinary Shares, subject to customary exceptions (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, such stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such stock, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of such stock of Pubco or other securities, in cash or otherwise.

Chijet Lock-Up Agreement

In connection with the signing of the BCA, certain Chijet Holders holding approximately 78% of the Chijet Ordinary Shares and certain members of Chijet’s management team entered into a lock-up agreement, effecive as of the Closing, with Pubco substantially similar to the lock-up agreement between us and the JWAC Initial Stockholders. “The Business Combination Proposal (Proposal 1) — Chijet Lock-Up Agreement.”

Registration Rights

The Business Combination Agreement provides that effective as of the Closing, JWAC, Pubco, the Sellers, and the holders of a majority of the “Registrable Securities” pursuant to the registration rights agreement which we entered into in connection with our IPO (our “existing registration rights holders”), will enter into an amended and restated registration rights agreement. This amended agreement will provide registrations rights covering all of the Pubco Ordinary Shares these parties receive in the Business Combination (including those received upon conversion of our Class B Common Stock), subject to applicable contractual transfer restrictions and lock-up periods. The Sellers holding a majority of securities having the Sellers’ registration rights, or a majority of our existing registration rights holders, are in each case entitled after the Business Combination to demand that we register those securities. All of the registration rights holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require us to register for resale those securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the securities.

Chijet Trust Account Waiver

Chijet has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in JWAC’s Trust Account, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom) directly or indirectly.

Non-Competition Agreement

At the Closing, certain of the executive officers of Chijet will each enter into a Non-Competition and Non-Solicitation Agreement in substantially the form attached as a schedule to the Business Combination Agreement.

Total Shares to be Issued in the Business Combination

JWAC’s public stockholders currently own approximately 76.0% of JWAC’s issued and outstanding capital stock, and the Sponsor together with our directors and officers, consisting of JWAC Initial Stockholders, currently own approximately 21.7% of JWAC’s issued and outstanding capital stock (with the remaining approximately 2.3% of shares held by I-Bankers). It is anticipated that, immediately after the Business Combination and if there are no redemptions, JWAC’s public stockholders will own approximately 8.8% of Pubco’s issued and outstanding share capital, the Sponsor and our directors and officers will own approximately 2.4% of Pubco’s issued and outstanding share capital, I-Bankers will own approximately 0.2% of Pubco’s issued and outstanding share capital, and the Chijet Holders will own approximately 88.8% of Pubco’s issued and outstanding share capital.

For a Description of Pubco’s securities, see the section entitled “Description of Securities of Pubco” which provides a description of Pubco Ordinary Shares.

If any of JWAC’s public stockholders exercise their redemption rights, the ownership interest in Pubco of JWAC’s public stockholders will decrease and the ownership interest in Pubco of the Chijet Holders and the Sponsor will increase. If there are redemptions by JWAC’s public stockholders up to the maximum level that would permit completion of the Business Combination, JWAC’s public stockholders will own 2.0% of Pubco’s issued and outstanding capital stock, the Sponsor and our directors and officers will own approximately 2.4% of Pubco’s issued and outstanding share capital, I-Bankers will own 0.3% of Pubco’s issued and outstanding share capital and the Chijet Holders will own approximately 95.3% of Pubco’s issued and outstanding share capital. If the actual facts are different than these assumptions (based on redemptions by JWAC’s public stockholders, changes in the terms of the Business Combination, adjustments to the Transaction Consideration pursuant to the Business Combination Agreement or otherwise), the percentage ownership interests in Pubco post-Business Combination may be different.

The ownership percentages referenced above and set forth below with respect to Pubco include the shares issuable to the Chijet Holders, assumes Rights Holders exercise all of their JWAC Rights, and any Earnout Shares which otherwise would adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674 million) based on certain post-Closing financial performance and stock price metrics of Pubco, and all upon the terms and subject to the conditions set forth in the BCA, but does not take into account (i) any shares reserved for issuance under the Incentive Plan, (ii) the issuance of any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to JWAC, (iii) any adjustments to the Transaction Consideration payable to the Chijet Holders set forth in the Business Combination Agreement, (iv) any shares issued upon the exercise of the Representative Warrant, (v) any shares issued upon the exercise of GT Warrant (vi) the 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and (vii) the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus— The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in Pubco will be different. See “Summary of the Proxy Statement/Prospectus – Impact of the Business Combination on JWAC’s Public Float” and “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of Pubco, assuming varying levels of redemptions by JWAC’s public stockholders:

(in thousands)	Assuming No Redemptions				Assuming 50% Redemptions				Assuming Maximum Redemptions

JWAC public stockholders		13,800	7.8	%		6,900	4.0	%		1,624	1.0	%
Shares of JWAC public stockholders issuable upon conversion of JWAC Rights at closing		1,725	1.0	%		1,725	1.0	%		1,725	1.0	%
JWAC Sponsor and its permitted transferees and directors and officers		3,943	2.2	%		3,943	2.3	%		3,943	2.4	%
Shares of JWAC Sponsor and its permitted transferees and directors and officers issuable upon conversion of JWAC Rights at closing		62	0.0	%		62	0.0	%		62	0.0	%
I-Bankers’ private placement shares		136	0.1	%		136	0.1	%		136	0.1	%
Shares of I-Bankers issuable upon conversion of JWAC Rights at closing		17	0.0	%		17	0.0	%		17	0.0	%
I-Bankers representative shares		276	0.1	%		276	0.2	%		276	0.2	%
Chijet Holders (1) (2)		157,519	88.8	%		157,519	92.4	%		157,519	95.3	%
Total Shares at closing		177,478	100.0	%		170,578	100.0	%		165,302	100.0	%

	(1)	The number of Pubco Ordinary Shares to be held by Chijet Holders in the no redemption scenario includes 157,519,170 shares to be issued to the Sellers for all issued and outstanding Chijet Ordinary Shares at closing of the Business Combination.

	(2)	If the actual facts are different than these assumptions, the ownership percentage retained by the holders of JWAC Common Stock in Pubco will be different from the above-stated ownership percentage.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination assuming no redemptions:

Sources			Uses
($ in Thousands)

JWAC Cash	$	140,784	New Entity to the Chijet Holders	$	1,600,000
Cash from Chijet		77,321	Deferred Underwriting Fees		4,830
New Equity to the Chijet Holders		1,600,000	Transaction Expenses		2,670
			Cash to Balance Sheet		210,605
Total Sources	$	1,818,105	Total Uses	$	1,818,105

The following table summarizes the sources and uses for funding the Business Combination assuming JWAC stockholders exercise their redemption rights assuming 50% redemption:

Sources			Uses
(in thousands)

JWAC Cash	$	70,697	New Entity to the Chijet Holders	$	1,600,000
Cash from Chijet		77,321	Deferred Underwriting fees		4,830
New Entity to the Chijet Holders		1,600,000	Transaction Expenses and loan repayments		2,670
			Cash to Balance Sheet		140,518
Total Sources	$	1,748,018	Total Uses	$	1,748,018

The following table summarizes the sources and uses for funding the Business Combination assuming JWAC stockholders exercise their redemption rights assuming maximum redemption:

Sources			Uses
(in thousands)

JWAC Cash	$	17,110	New Entity to the Chijet Holders	$	1,600,000
Cash from Chijet		77,321	Deferred Underwriting fees		4,830
New Entity to the Chijet Holders		1,600,000	Transaction Expenses and loan repayments		2,670
			Cash to Balance Sheet		86,931
Total Sources	$	1,694,431	Total Uses	$	1,694,431

JWAC’s Reasons for the Business Combination

JWAC was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. JWAC has sought to capitalize on the ability of its management team to identify, acquire and partner with management to operate a business.

The Board, in evaluating the Business Combination, consulted with JWAC’s management and legal, accounting and financial advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of JWAC and its stockholders and (ii) to recommend that JWAC’s stockholders adopt the Business Combination Agreement and approve the Business Combination and the other transactions contemplated by the Business Combination Agreement, the Board considered a range of factors, including, but not limited to, the factors discussed below.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on any and all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of JWAC’s reasons for the Business Combination and all other information presented in this section may be forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Many factors were considered by JWAC, and the factors outlined herein may or may not have been considered by any particular directors, member of management, or advisor of JWAC. Notwithstanding whether any of these factors were considered by any individual board member, the Board voted unanimously to proceed with the transaction.

The officers and directors of JWAC have substantial experience in a wide range of industries and are confident that their experience and background, together with the experience of JWAC’s advisors, enabled them to exercise the necessary business judgment to make the determinations regarding the Business Combination. The Board also obtained the AlixPartners’ Report, described below, prior to the execution of the Business Combination Agreement, relating to the fairness, from a financial point of view, to JWAC of the Transaction Consideration to be paid to the equity holders of Chijet in the Business Combination.

The Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

●

Growth Prospects. Analytical data suggests that consumers are receptive to vehicles using alternative fuel and energy sources. The transition to vehicles powered by cleaner forms of energy and regulation thereof in certain geographic regions bodes well for adoption of Chijet’s technology on a significant scale;

●

Broad Customer Base. Given the auto industry and electric vehicle industry particulars, Chijet has a broad potential customer base across multiple continents and industries, especially those regions with higher energy prices and taxes on carbon emitting energy sources;

●

Due Diligence. Business, financial and technical due diligence examinations of Chijet and discussions with Chijet’s management team were conducted, including extensive in-person meetings and calls with Chijet’s management team and its representatives regarding Chijet’s operations and financial prospects, technical analysis. Additional legal and technical review of Chijet’s material contracts, intellectual property and labor matters was conducted. In addition, JWAC engaged AlixPartners, a firm with an expertise in the auto industry to give it access to the report that such firm had prepared for Deep Medicine Acquisition Corp (DMAQ) in its proposed business combination with Chijet. Members of JWAC’s board had several calls with members of AlixPartners to discuss their findings, as well as to ask specific questions relating to its findings in such report. Such due diligence examination of Chijet, in consultation with JWAC’s legal, technical, and financial advisors, indicated to JWAC management that Chijet could assemble the required elements to create a foundation for a potentially very successful vehicle company;

●

Stockholder Liquidity. The obligation in the Business Combination Agreement to have Pubco Ordinary Shares issued as merger consideration listed on the Nasdaq, a major U.S. stock exchange, which the Board believes has the potential to offer JWAC stockholders enhanced liquidity following the Business Combination;

●

Management Team Continuity. Chijet’s senior management team including Liu Shengwang, Wang Xiangyin, Fang Jun, Li Na, and Wang Xinjian, intend to remain with the Combined Company in the capacity of officers following the Business Combination, providing beneficial continuity in advancing Chijet’s strategic and growth goals;

●

Lock-Up. Key Chijet Holders (including its management team) agreed to be subject to lockup provisions of 6 months in respect of their Pubco Ordinary Shares (subject to certain customary exceptions), which would provide important stability to the Combined Company;

●

Fairness Opinion. On September 30, 2022, JWAC engaged Stanton Park for the benefit of its Board in connection with the consideration by the Board of the Business Combination between JWAC and Chijet pursuant to which JWAC would acquire all or substantially all of the assets and business of Chijet (the “Acquired Business”) in consideration of the issuance of common stock of the surviving company. Stanton Park had previously prepared a fairness report for DMAQ in connection with its proposed acquisition of Chijet. Subject to various agreed procedures, terms, conditions, assumptions, qualifications and limitations, Stanton Park valued the Acquired Business and, at the request of the Board, on October 24, 2022, rendered its formal written opinion, which we refer to as the “Stanton Park Opinion,” that as of that date the price of $1,650,000,000 (rounded) is fair for the shareholders of JWAC. See discussion under “—The Business Combination Proposal: Stanton Park Opinion.” The full text of the opinion is included with this proxy statement/prospectus; All descriptions of and disclosures concerning the Stanton Park Opinion are qualified in their entirety by reference to the specific text of the Stanton Park Opinion, a copy of which is included as Annex D to this proxy statement/prospectus. The included copy is provided only for informational purposes and is not for the benefit of or to be relied on by any person or entity other than the Board;

●

Other Alternatives. The Board believes, after a thorough review of other business combination opportunities reasonably available to JWAC that the proposed Business Combination represents the most promising potential business combination for JWAC and the most attractive opportunity based upon the process utilized to evaluate and assess other potential acquisition targets. Given the demand for electric and traditional fuel vehicles and Chijet’s proprietary process, customers and customer pipeline, JWAC’s Board believes Chijet offers its stockholders the most potential value when compared to other target candidates; and

●

Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between JWAC and Chijet.

The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

●

Macroeconomic Risks. Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects it could have on Chijet’s revenues post-closing;

●

Business Plan and Growth Initiatives May Not Be Achieved. The risk that Chijet may not be able to execute on its business plan and realize the potential financial performance presented to JWAC’s management team, or that Chijet’s growth initiatives may not be fully achieved or may not be achieved within the expected timeframe. Although JWAC’s board was provided access to Chijet’s investor presentation summarizing the company’s plans for medium and long term growth, as analyzed in the due diligence performed by AlixPartners, those plans were believed to be subject to significant uncertainty due to several factors, including but not limited to fluctuation in global fuel and energy prices, legal and regulatory risks, lack of legal certainty in certain international markets, market access limitations favoring legacy vehicle production enterprises, uncertainties relating to timing and scale of alternative electric vehicle adoption, competition from other vehicle providers, and uncertainty relating to Chijet’s ability to optimize operational efficiency. Additionally, although JWAC’s board received certain preliminary sales estimates, these estimates were prepared by Chijet based upon certain assumptions, and there can be no assurance as to whether such projections will be achieved;

●

Redemption Risk. The potential that a significant number of JWAC stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the JWAC Certificate of Incorporation, which would potentially make the Business Combination more difficult or impossible to complete;

●

Stockholder Vote. The risk that JWAC’s stockholders may fail to provide the votes necessary to effect the Business Combination;

●

Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within JWAC’s control;

●

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

●

Listing Risks. The challenges associated with preparing Chijet, a private entity, for the applicable disclosure and listing requirements to which the Combined Company will be subject as a publicly traded company on the Nasdaq;

●

Benefits May Not Be Achieved. The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

●

Liquidation of JWAC. The risks and costs to JWAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in JWAC being unable to effect a business combination by June 8, 2023 or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate, the termination date under the Business Combination Agreement (the “Outside Date”);

●

Regulatory Risks. The risks to the adoption of Chijet’s technology included, among others, in the section entitled “Government Regulation of Our Business” included elsewhere in this proxy statement/prospectus, which are subject to change;

●

Board and Independent Committees. The risk that the Combined Company’s board of directors post- Closing and independent committees do not possess adequate skills set within the context of the Combined Company operating as a public company;

●

Holders of JWAC Common Stock, and JWAC Rights Receiving a Minority Position in the Combined Company. The risk that JWAC stockholders will hold a minority position in the Combined Company;

●

Fees and Expenses. The fees and expenses associated with completing the Business Combination; and

●

Other Risk Factors. Various other risk factors associated with the business of Chijet, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

The above discussion of the material factors considered by the Board is not intended to be exhaustive, but does set forth the principal factors considered by the Board.

The Board concluded that the potential benefits expected to be achieved by JWAC and its stockholders resulting from the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board determined that the Business Combination was advisable, fair to, and in the best interests of, JWAC and its stockholders.

JWAC Special Meeting

JWAC is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its Board for use at the Special Meeting to be held on March 29, 2023, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about _____, 2023. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be virtually held at 10:00 a.m. Eastern Time on March 29, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed via live webcast by visiting , where you will be able to listen to the meeting live and vote during the meeting.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of JWAC Common Stock as of the close of business on March 8, 2023, which is the Record Date for the Special Meeting. You are entitled to one vote for each share of JWAC Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 14,705,000 shares of JWAC Class A Common Stock issued and outstanding, consisting of 13,800,000 public shares of our Class A Common, 629,000 shares of our Class A Common Stock originally sold as part of units to the Sponsor in a Private Placement that occurred simultaneously with the consummation of the JWAC IPO, as well as 276,000 representative shares issued to our Representative. In addition, 3,450,000 founder shares on that date were outstanding which were issued to the Initial Stockholders prior to the JWAC IPO. JWAC does not expect to issue any shares of common stock on or before the Record Date.

Registering for the Special Meeting

Pre-registration for virtual attendance at the Special Meeting is recommended but is not required in order to attend through the following website: [ ].

Any stockholder wishing to attend the virtual meeting should register for the meeting by _____[ ], 2023. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

●

If your shares are registered in your name with American Stock Transfer & Trust Company and you wish to attend the online-only Special Meeting, go to https: [ ], enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

●

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@ ________ .com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting American Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact American Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of JWAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the common stock outstanding and entitled to vote at the Special Meeting is represented in person (including by virtual attendance) or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

Approval of the Business Combination Proposal and the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding shares of JWAC Common Stock as of the Record Date. Accordingly, a JWAC stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and Charter Amendments Proposal.

The approval of the remaining Proposals (consisting of the Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Amendments Proposal and the Adjournment Proposal) each requires the affirmative vote of a majority of the votes cast by stockholders present in person (including by virtual attendance) or represented by proxy at the Special Meeting. Accordingly, a JWAC stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or the failure of a JWAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of JWAC Common Stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Amendments Proposal or the Adjournment Proposal. Abstentions of persons appearing at the Special Meeting likewise will also have no effect on the outcome of these proposals.

The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal) are approved at the Special Meeting. The Advisory Charter Amendments Proposals and the Adjournment Proposal are not Condition Precedent Proposals for consummation of the Business Combination, and the Adjournment Proposal does not require the approval of any other proposal to be effective.

It is important for you to note that in the event that the Business Combination Proposal and the other Condition Precedent Proposals do not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

The Proposals

The Business Combination Proposal

On October 25, 2022, JWAC entered into the Business Combination Agreement by and among JWAC, Pubco, Merger Sub, the Sellers and Chijet.

The Business Combination Agreement provides for the combination of JWAC and Chijet under Pubco, a new holding company, as its direct, wholly-owned subsidiaries. Pursuant to the Business Combination and Business Combination Agreement (a) Pubco will acquire all of the issued and outstanding capital shares of Chijet from the Sellers in exchange for ordinary shares of Pubco, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco, which we refer to as the Share Exchange; and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco. The transactions contemplated by the Business Combination Agreement and the Merger we refer to herein as the “Business Combination.” A copy of the Business Combination Agreement is attached to this proxy statement/ prospectus as Annex A.

Transaction Consideration

Subject to the terms and conditions set forth in the Business Combination Agreement, in connection with the Effective Time of the Business Combination:

(iii)

each of the outstanding shares of JWAC Common Stock will be exchanged for the right to receive one Pubco Ordinary Share (and following such exchange the share of JWAC Common Stock will be cancelled),

(iv)

each outstanding share of JWAC’s Class B Common Stock, according to JWAC’s Certificate of Incorporation, will be converted into one share of JWAC Common Stock, immediately prior to the Effective Time, and exchanged for a Pubco Ordinary Share in accordance with subsection (i) above; and

(iii)

(iv)

the Sellers will receive the number of Pubco Ordinary Shares in the Share Exchange that shall have an aggregate value equal to One Billion Six Hundred Million Dollars ($1,600,000,000), subject to certain Sellers having an earnout (the “Earnout”) which would adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674 million) based on certain post-Closing financial performance and stock price metrics of Pubco, described below, and all upon the terms and subject to the conditions set forth in the Business Combination Agreement.

In addition, according to the terms of GT Warrant granted by Baoya to Greentree, GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares.

In connection with the Earnout, the holders of JWAC Common Stock shall receive a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged as described above, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers) have waived their rights to receive a CVR relating to those privately placed shares.

For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

Closing Conditions and Termination Rights

In addition to the approval of the Proposals at the Special Meeting, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Consummation of the Merger.”

The obligations of the parties to consummate the Business Combination are subject to various conditions. Unless waived by Chijet, the obligations of Chijet, Pubco, Merger Sub and the Sellers to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of JWAC being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to materiality or material adverse effect qualifications); (ii) JWAC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the absence of any material adverse effect with respect to JWAC since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by Chijet and Pubco of the executed Amended and Restated Registration Rights Agreement by and among JWAC, Pubco, the Sellers and the other parties thereto, amending and restating the Registration Rights Agreement that was entered into by JWAC at the time of its IPO (the “Founder Registration Rights Agreement”) in order to, among other matters, include Pubco and the Sellers as parties and to make it apply to (A) the Pubco securities to be received in connection with the Merger by JWAC’s stockholders who are parties to the Founder Registration Rights Agreement and (B) to the Exchange Shares delivered to the Sellers at the Closing; (v) receipt by Chijet of the executed contingent value rights agreement relating to the rights of the holder thereof and subject to its terms, in the event that any Earnout Shares (or Earnings thereon) are surrendered by the Earnout Participants, from Pubco a pro rata portion of the CVR Property as defined in such agreement (“CVR Agreement”) in form and substance reasonably satisfactory to Chijet, duly executed by Pubco and the CVR Rights Agent, and an executed copy of the related escrow agreement; (vi) the election or appointment of members to Pubco’s post-Closing board of the four directors designated by Chijet pursuant to the Business Combination Agreement; and (vii) JWAC having upon the Closing cash and cash equivalents (including funds remaining in the Trust Account after completion and payment of the Redemption and the proceeds of any private placement financing), net of JWAC’s unpaid expenses and liabilities, at least equal to $10,000,000.

Further, unless waived by JWAC, satisfaction of certain Closing conditions, in addition to customary certificates and other closing deliveries, include: (i) the representations and warranties of Chijet, Pubco and the Sellers being true and correct as of the date of the Business Combination Agreement and its Closing (subject to materiality or material adverse effect qualifications); (ii) Chijet, Pubco, Merger Sub and the Sellers having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any material adverse effect with respect to Chijet or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by JWAC of employment agreements, effective as of the Closing, in form and substance acceptable to JWAC and Chijet, between certain persons and Chijet or a Chijet affiliate, as applicable, duly executed by the parties thereto; (v) receipt by JWAC of the Amended and Restated Registration Rights Agreement, duly executed by Pubco and the Sellers party thereto; (vi) receipt by JWAC of the CVR Agreement and related escrow agreement; (vii) receipt by JWAC of the evidence of the termination of any outstanding options, warrants or other convertible securities of Chijet (if any); (viii) receipt by JWAC of share certificates and other documents evidencing the transfer of the purchased shares to Pubco; (ix) receipt by JWAC of reasonably acceptable evidence of the termination of certain Chijet group related party contracts; (x) receipt by JWAC of copies of lock-up agreements, effective as of the Closing, in the form attached to the Business Combination Agreement, duly executed by Pubco and certain Sellers; (xi) receipt by JWAC of non-competition agreements, effective as of the Closing, in form and substance acceptable to JWAC and Chijet among Pubco, Chijet and certain Sellers, duly executed by the parties thereto; and (xii) the election or appointment of members to Pubco’s post-Closing board of the two directors designated by JWAC.

For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Consummation of the Merger.”

Termination Rights

The Business Combination Agreement may be terminated at any time prior to the Closing by either JWAC or Chijet if the Closing has not occurred on or prior to June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate). However, a party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination Agreement by such party (or with respect to Chijet, by the Sellers, Pubco or Merger Sub).

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of JWAC and Chijet; (ii) by either JWAC or Chijet if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iii) by Chijet for JWAC’s uncured breach of the Business Combination Agreement, if the breach by JWAC causing any of JWAC’s representations, covenants or agreements to become untrue or materially inaccurate which would result in a failure of its related Closing condition (and which has not been cured within the earlier of 20 days of written notice or June 8, 2023); (iv) by JWAC for the uncured breach of the Business Combination Agreement by Chijet, Pubco, Merger Sub or any Seller, if the breach by such party causing any of such party’s representations, covenants or agreements to become untrue or materially inaccurate which would result in a failure of its related Closing condition (and which has not been cured within the earlier of 20 days of written notice or June 8, 2023); (v) by JWAC if there has been a Material Adverse Effect (as defined in the Business Combination Agreement) with respect to Chijet or Pubco since the date of the Business Combination Agreement which is uncured and continuing; or (vi) by either JWAC or Chijet if the Business Combination Proposal is not approved at the Special Meeting.

For more information about the termination rights under the Business Combination Agreement, see the section titled “The Business Combination Proposal—Business Combination Agreement—Termination.”

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

The Charter Amendments Proposal

Assuming the Business Combination Proposal is approved, in connection with the Business Combination, JWAC is proposing that its stockholders approve amendments to the Proposed Charter for the following:

	(a)	a single class of ordinary shares with authorized shares;

	(b)	authorized preferred shares; and

	(c)	establishing that the board of directors of Pubco following the Closing of the Business Combination (the “Pubco Board”) will not be divided into classes (with the number of directors of the Pubco Board being initially fixed at seven, as discussed under “The Business Combination Proposal—Appointments of Directors”).

Advisory Charter Amendments Proposals

Assuming the Business Combination Proposal and other Condition Precedent Proposals are approved, JWAC’s stockholders are also being asked to approve the Advisory Charter Amendments Proposals in connection with the Proposed Charter. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis.

A summary of these provisions is set forth in the “Advisory Charter Amendments Proposals (Proposal 3)” section of this proxy statement/prospectus and a complete copy of these provisions is attached hereto as Annex B. You are encouraged to read them in their entirety.

The Nasdaq Proposal

JWAC is asking its stockholders to consider and vote on a proposal to approve, for the purposes of complying with Nasdaq Listing Rule 5635, the issuance, pursuant to the Business Combination Agreement, of up to 177,477,795 Pubco Ordinary Shares to Chijet Holders and JWAC stockholders upon the Closing.

The Incentive Plan Proposal

JWAC is asking its stockholders to approve the Incentive Plan, including the authorization of the share reserve under the Incentive Plan equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, which plan will become effective upon the Closing.

A summary of the Incentive Plan is set forth in the “Incentive Plan Proposal” section of this proxy statement/prospectus and the form of the Incentive Plan is attached hereto as Annex C.

The Adjournment Proposal

JWAC is proposing that its stockholders approve and adopt a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if JWAC is unable to consummate the Business Combination for any reason.

Stanton Park Opinion

On October 9, 2022, JWAC engaged Stanton Park to serve as an independent financial advisor for the benefit of the Board in connection with the consideration by the Board of the Business Combination between JWAC and Chijet pursuant to which JWAC would acquire all or substantially all of the assets and business of Chijet (the “Acquired Business”) in consideration of the issuance of common stock of the surviving company.

Subject to various agreed procedures, terms, conditions, assumptions, qualifications and limitations, Stanton Park valued the Acquired Business and, at the request of the Board, on October 24, 2022, rendered its formal written opinion, which we refer to as the “Stanton Park Opinion,” that as of that date the Transaction Consideration to be paid to the equity holders of Chijet in the Business Combination for the Acquired Business was fair to JWAC and its shareholders from a financial point of view. See discussion under “—The Business Combination Proposal: Stanton Park Opinion.”

The full text of the opinion is included with this proxy statement/prospectus. All descriptions of and disclosures concerning the Stanton Park Opinion are qualified in their entirety by reference to the specific text of the Stanton Park Opinion, a copy of which is included as Annex D to this proxy statement/prospectus. The included copy is provided only for informational purposes and is not for the benefit of or to be relied on by any person or entity other than the Board.

Recommendation to JWAC Stockholders

After careful consideration, our Board has concluded that the Business Combination is in the best interests of JWAC’s stockholders. Our directors believe that the proposals being presented at the Special Meeting are in the best interests of JWAC’s stockholders, and they recommend that JWAC’s stockholders vote FOR each of the proposals.

The existence of financial and personal interests of one or more of JWAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of JWAC and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, JWAC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “—Interests of JWAC’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

Interests of JWAC’s Directors and Officers in the Business Combination

When you consider the recommendation of our Board in favor of the Proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. Our directors considered these interests, among other matters, in evaluating the Business Combination and in recommending to stockholders that they approve the Business Combination. These interests include, among other things:

	●	If the Business Combination, or another business combination, is not consummated by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), then JWAC will (i) cease all operations except for the purpose of winding up, (ii) redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

	●	The Sponsor (including its representatives and affiliates) and JWAC’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to JWAC’s and the Sponsor and JWAC’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to JWAC completing its initial business combination, and as result of which, the Sponsor and JWAC’s officers and directors may become aware of business opportunities which may be appropriate for presentation to JWAC, and the other entities to which they owe fiduciary or contractual duties, and may have conflicts of interests in determining to which entity a particular business opportunity should be presented (and these conflicts may include presentation to other entities prior to their presentation, if at all, to JWAC, and may not always be resolved in the favor of JWAC, subject to applicable fiduciary duties under Delaware law, in that JWAC has provided in its amended and restated certificate of incorporation that JWAC has renounced its interest in any corporate opportunity presented to JWAC).

	●	The Sponsor and its affiliates’ total potential ownership in the Combined Company, assuming the exercise and conversion of all of securities following the consummation of the Business Combination, is estimated to comprise approximately 2.4% of outstanding Chijet Ordinary Shares in a no redemption scenario, 2.4% of outstanding Chijet Ordinary Shares in a 50% redemption scenario and 2.5% of outstanding Chijet Ordinary Shares in a maximum redemption scenario (see the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information).

	●	The Sponsor paid an aggregate of approximately $50,000 for the founder shares, which are currently held by the Sponsor and JWAC Initial Stockholders and their permitted transferees, and the market value of such shares as of March 8, 2023 was approximately $36,052,500, and such securities should have a significantly higher value than $50,000 at the time of the Business Combination, and if JWAC does not complete an initial business combination will expire worthless.

	●	The Sponsor and JWAC Initial Stockholders paid an aggregate of approximately $4,930,000 for the 493,000 private placement units in connection with the IPO, at a price of $10.00 per unit, the market value of such securities (including the private placement rights issued as part of those units as having an assumed value of the JWAC Rights) as of March 8, 2023 was approximately $5,156,780, and such securities should have a higher value than $4,930,000 at the time of the Business Combination.

	●	The Sponsor and JWAC Initial Stockholders and each of their permitted transferees, including our officers and directors, have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares and private placement shares (but not public shares) held by them if JWAC fails to complete its initial business combination by the time required prior to JWAC’s liquidation in accordance with its amended and restated certificate of incorporation (which waiver was provided in connection with the IPO and without any separate consideration paid in connection with providing such waiver), and therefore if JWAC is unable to consummate a business combination by that time, those shares would expire worthless.

	●	The Sponsor and JWAC Initial Stockholders, and each of their permitted transferees, including our officers and directors, have waived their redemption rights with respect to any founder shares, placement shares and public shares held by them (other than relating to liquidating distributions to public shares from the Trust Account if JWAC fails to complete its initial business combination by the time required prior to JWAC’s liquidation in accordance with its amended and restated certificate of incorporation), which waiver was provided in connection with the IPO and without any separate consideration paid in connection with providing such waiver.

	●	JWAC’s officers and directors in accordance with the terms of JWAC’s IPO will be issued an aggregate of 300,000 Chijet Ordinary Shares within 10 days following the consummation of the Business Combination, and if the Business Combination or any initial business combination fails to occur prior to JWAC’s liquidation in accordance with its amended and restated certificate of incorporation, such compensation will not be issued to JWAC’s officers and directors.

	●	The Sponsor, officers and directors and their affiliates can earn a positive rate of return on their overall investment in JWAC and Chijet after the Business Combination, even if other holders of JWAC Common Stock experience a negative rate of return, due to having purchased the founder shares, as described above, for $50,000 or approximately $0.017 per share.

	●	As of March 8, 2023, JWAC has issued unsecured promissory notes in an aggregate principal amount of $2,860,000, which is comprised of: (i) an unsecured promissory note in the principal amount of $1,380,000 issued to Chijet on December 5, 2022; (ii) an unsecured promissory note in the principal amount of $1,180,000 issued to Chijet on March 6, 2023; (iii) an unsecured promissory note in the principal amount of $100,000 to Jupiter Wellness Investment Corp., a wholly-owned subsidiary of Sponsor on March 6, 2023; and (iv) an unsecured promissory note in the principal amount of $200,000 to Sponsor on March 8, 2023 (collectively, the “Promissory Notes”). Each of the Promissory Notes bears no interest and is due and payable upon the earlier of the consummation of the initial business combination or the date of the liquidation of JWAC. If JWAC does not complete a business combination, JWAC may use a portion of proceeds held outside the Trust Account to repay the Promissory Notes, but no proceeds held in the Trust Account would be used to repay these loans.

	●	In summation of the foregoing, the aggregate dollar amount that the Sponsor and its affiliates have at risk depending on the completion of an initial business combination, including the Business Combination, is approximately $44,134,159, as of March 8, 2023, which amount includes the current value of securities held (assuming that the current value of each of the securities held whether publicly traded shares of JWAC Common Stock, or private placement shares or private placement rights, are in each case valued at the current price of JWAC Common Stock and JWAC Rights) and consisting of (i) the founders shares, and (ii) the private placement units purchased in connection with the IPO, and the Promissory Notes, although as of the date of this proxy statement/prospectus, there are no fees due or out of pocket expenses for which they are awaiting reimbursement.

	●	In addition, the aggregate dollar amount that the JWAC officers and directors have at risk depending on the completion of an initial business combination, including the Business Combination, is approximately $3,135,000, as of March 8, 2023 (assuming that the future value of Pubco Ordinary Shares will be the same as the current value of each share of JWAC Common Stock), which as described above consists of the 300,000 shares of JWAC Common Stock to be issued to JWAC’s officers and directors in accordance with the terms of JWAC’s IPO within 10 days following the closing of the Business Combination that shall be exchanged for the equivalent number of Pubco Ordinary Shares.

	●	As a result of the foregoing the Sponsor, and officers and directors of JWAC, will benefit from the completion of an initial business combination, including the Business Combination, and may be incentivized to complete an acquisition or business combination of a less favorable target company or on terms less favorable to shareholders of JWAC rather than liquidate.

Certain of JWAC’s officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of the Sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware and applicable law. Given the substantial target universe considered by JWAC’s management team, which included initial contact with over 20 companies and non-disclosure agreements with approximately 15 companies, and LOIs with 5 companies, JWAC’s Board did not believe that the other fiduciary duties or contractual obligations of its officers and directors materially affected JWAC’s ability to source a potential business combination. JWAC’s Board considered the factors supporting, and risks and uncertainties related to, a business combination with Chijet as set forth above under “The Business Combination Proposal — JWAC’s Board of Directors’ Reasons for the Business Combination,” and did not believe that such other fiduciary duties or contractual obligations impacted such consideration.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the other documents referred to herein, for a discussion of factors, including the risks to holders of JWAC Common Stock who do not redeem in connection with the Special Meeting, you should consider carefully before making an investment decision.

Accounting Treatment for the Business Combination

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Pubco will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Chijet members expecting to have a majority of the voting power of the Combined Company, Chijet comprising the ongoing operations of the Combined Entity, Chijet comprising a majority of the governing body of the Combined Company, and Chijet’s senior management comprising the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Chijet issuing stock for the net assets of JWAC, accompanied by a recapitalization. The net assets of JWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Chijet.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain U.S. federal income tax considerations in connection with the Business Combination, please see section entitled “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus.

Regulatory Matters

Neither JWAC nor Chijet is aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

JWAC Appraisal Rights

Under the DGCL, there are no appraisal rights available to holders of shares of JWAC Common Stock or JWAC Rights in connection with the Business Combination.

Redemption Rights

In connection with the Business Combination, holders of JWAC Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the JWAC Certificate of Incorporation. As of September 30, 2022, the pro rata portion of the funds available in the Trust Account for the public shares was approximately $10.157 per share (net of taxes payable). JWAC anticipates the per share redemption price will be approximately $10.157 (net of taxes payable) at the closing of the Business Combination, which is anticipated to occur during the first half of 2023. If a holder exercises its redemption rights, then such holder will be exchanging its shares of JWAC Common Stock for cash and will no longer own shares of JWAC Common Stock and will not participate as a future stockholder of Pubco. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of JWAC Common Stock on or before March 27, 2023 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of JWAC Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of JWAC Common Stock for cash, holders of JWAC Common Stock can demand JWAC to convert their public shares into cash and tender their shares to JWAC’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of JWAC Stockholders – Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the Charter Amendments Proposals, the Nasdaq Proposal and the Incentive Plan Proposal) are approved at the Special Meeting. The Advisory Charter Amendments Proposals and the Adjournment Proposal in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/ prospectus.

Directors and Officers of Pubco following the Business Combination

Upon the Closing, Pubco’s board of directors will consist of seven directors, including two directors designated by JWAC. Chijet will have the right to appoint the remaining members of the seven-member board of directors. At least four directors are required to be independent directors under Nasdaq rules. Upon the Closing, Pubco’s board of directors will not be divided into classes.

Pubco’s directors and executive officers upon consummation of the Business Combination, and their ages, as of the date of this proxy statement/prospectus, will be as follows:

Name Executive Officers and Directors	Age	Position

Mu Hongwei	51	Chief Executive Officer, Founder and Director
Zhang Jiannong	58	Founder and Director
Wu Lichun	59	Founder and Director
Wang Qingjun	57	Founder and Advisory Board Member
Liu Shengwang	60	Chief Financial Officer
Wang Xiangyin	59	Chief Operating Officer
Fang Jun	51	Chief Commercial Officer
Li Na	41	Senior Vice President
Wang Xinjian	38	Secretary of the Board
*Non-Employee Directors*
Simon Pang	66	Director
Wen Li	56	Director
John Chiang	60	Director
Ying Liu	47	Director

Chijet has designated Mu Hongwei, Zhang Jiannong, Wu Lichun, Simon Pang, Wen Li, John Chiang and JWAC has appointed Wu Lichun and Ying Liu to serve on the board of directors of Pubco. For more information on the new directors and management of Pubco, see “Management of Pubco After the Business Combination.”

Quotation of Pubco Securities

It is anticipated that Pubco Ordinary Shares will be traded on the Nasdaq Capital Market under the symbol “CJET” following the closing of the Business Combination.

SELECTED HISTORICAL FINANCIAL INFORMATION OF CHIJET

The following tables present selected historical financial data for Chijet. Chijet derived the selected statements of operations data for the fiscal years ended December 31, 2021 and 2020, and the balance sheets data as of December 31, 2021 and 2020, from its audited consolidated financial statements that are included elsewhere in this proxy statement/ prospectus. Chijet derived the selected statements of operations data for the six months ended June 30, 2022 and 2021, and the balance sheet data as of June 30, 2022, from its unaudited condensed consolidated financial statements that are included elsewhere in this proxy statement/ prospectus. Chijet’s historical results are not necessarily indicative of the results that may be expected in any future period. All amounts are in thousands of dollars, except per share data.

You should read this information together with Chijet’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus and the section titled “Chijet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Statements of Operations

(Amounts in thousands of US$ except for number of shares and per share data, or otherwise noted)

	For years ended						For six months ended
Consolidated Statements of Operations Data:	December 31, 2021			December 31, 2020			June 30, 2022			June 30, 2021
	(Audited)			(Audited)			(Unaudited)			(Unaudited)

Revenues	$	22,303		$	26,515		$	9,751		$	10,567
Cost of revenues		(56,210	)		(53,034	)		(10,018	)		(21,687	)
Cost of revenues - idle capacity		(23,342	)		(38,918	)		(20,668	)		(12,379	)
Gross loss		(57,249	)		(65,437	)		(20,935	)		(23,499	)
Operating expenses		71,915			40,657			36,763			28,953
Loss from operation		(129,164	)		(106,094	)		(57,698	)		(52,452	)

Other income, net		66,612			47,628			9,441			60,754

Net (loss) income	$	(62,552	)	$	(58,466	)	$	(48,257	)	$	8,302
Net loss attributed to non-controlling interest	$	(32,642	)	$	(29,357	)	$	(16,046	)	$	(8,766	)
Net (loss) income attributed to Chijet	$	(29,910	)	$	(29,109	)	$	(32,211	)	$	17,068

Basic and diluted net loss per share attributable to ordinary shareholders	$	(0.11	)	$	(0.11	)	$	(0.12	)	$	0.06

Basic and diluted weighted average ordinary shares		266,102,827			266,102,827			266,102,827			266,102,827

Consolidated Cash Flow Data:
(in thousands of US$)

Net cash (used in) provided by operating activities	$	(22,374	)	$	(142,984	)	$	51,201		$	(9,526	)
Net cash (used in) provided by investing activities	$	(1,071	)	$	34,373		$	(763	)	$	-
Net cash (used in) financing activities	$	(44,611	)	$	(31,149	)	$	-		$	-

	For years ended						For six months ended
Consolidated Statements of comprehensive income (loss) data:	December 31, 2021			December 31, 2020			June 30, 2022			June 30, 2021
(in thousands of US$)	(Audited)			(Audited)			(Unaudited)			(Unaudited)

Net loss	$	(62,552	)	$	(58,466	)	$	(48,257	)	$	8,302

Other comprehensive income, net of tax
Changes in post-employment and termination benefits		(888	)		-			(64	)		(2	)
Foreign currency adjustments		3,811			12,413			(4,492	)		2,031

Comprehensive income (loss)		(59,629	)		(46,053	)		(52,813	)		10,331

Net comprehensive loss attributed to non-controlling interest		(32,017	)		(25,373	)		(16,857	)		(8,181	)

Comprehensive income (loss) attributable to Chijet	$	(27,612	)	$	(20,680	)	$	(35,956	)	$	18,512

	As of			As of			As of
Consolidated Balance Sheets Data:	June 30, 2022			December 31, 2021			December 31, 2020
(in thousands of US$)	(Unaudited)			(Audited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	77,322		$	23,188		$	41,198
Restricted cash		12,483			19,952			67,995
Short term investments		149			-			-
Accounts and notes receivable, net		101			11			625
Accounts and notes receivable from Related parties, net		1,116			408			4,041
Inventory		21,395			31,194			25,654
Amounts due from related parties		67,595			76,368			140,344
Other current assets		19,284			28,939			15,168
Total non-current assets		525,394			629,093			658,276
Total assets	$	724,839		$	809,153		$	953,301

Total current liabilities	$	347,537		$	367,398		$	246,970
Total non-current liabilities		308,389			329,720			534,667
Chijet’s stockholders’ (deficit) equity		(34,538	)		(8,273	)		19,339
Non-controlling interest		103,451			120,308			152,325

Total liabilities and stockholders’ equity	$	724,839		$	809,153		$	953,301

SELECTED HISTORICAL FINANCIAL INFORMATION OF JWAC

The following tables set forth selected historical financial information derived from JWAC’s audited financial statements included elsewhere in this proxy statement/prospectus, As of September 30, 2022 and 2021 and for the year ended September 30, 2022 and for the period from September 14, 2021 (inception) through September 30, 2021. The selected historical operations data for the three months ended December 31, 2022 and 2021, and the selected historical balance sheet data as of December 31, 2022 are derived from JWAC’s unaudited financial statements appearing elsewhere in this proxy statement/prospectus. The JWAC’s unaudited interim financial statements were prepared on the same basis as its audited financial statements.

This information is only a summary and should be read in conjunction with JWAC’s financial statements and related notes and the sections entitled “JWAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” included elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period. All amounts are in thousands of dollars, except per share data.

	For the three months ended						For the Year Ended			For the Period from September 14, 2021 (inception) through
	December 31, 2022			December 31, 2021			September 30, 2022			September 30, 2021
	(Unaudited)			(Unaudited)			(Audited)			(Audited)
Statement of Operations Data:
(in thousands of US$, except per share data)

Loss from operation	$	(409	)	$	(126	)	$	(970	)	$	(21	)
Other income		1,182			-			793			-

Net Income /(loss)	$	773		$	(126	)	$	(177	)	$	(21	)

Net (loss) per share
Basic and diluted - Class A	$	0.04		$	(0.02	)	$	(0.01	)	$	(0.01	)
Basic and diluted - Class B	$	0.04		$	(0.02	)	$	(0.01	)	$	(0.01	)

Weighted average number of shares
Basic and diluted - Class A		14,705,000			3,516,413			11,884,863			-
Basic and diluted - Class B		3,450,000			3,031,250			3,450,000			2,500,000

Cash Flow Data:
(in thousands of US$)

Net cash (used in) operating activities	$	(290	)	$	(423	)	$	(1,135	)	$	(59	)
Net cash (used in) investing activities	$	(1,380	)	$	(139,380	)	$	(139,380	)	$	-
Net cash provided by financing activities	$	1,380		$	140,762		$	140,762		$	422

	December 31, 2022			September 30, 2022
		(Unaudited)			(Audited)
Balance Sheet Data:
(in thousands of US$)

Cash and cash equivalents	$	320		$	610
Prepaid Expense		156			251
Government securities held in Trust Account		142,736			140,174
TOTAL ASSETS	$	143,212		$	141,035

Total current liabilities	$	6,282		$	4,879
Total non-current liabilities		-			-
Common stock subject to redemption		142,536			139,973
Total stockholders’ (deficit)		(5,606	)		(3,817	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	143,212		$	141,035

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Introduction

Pubco and JWAC are providing the following unaudited pro forma condensed consolidated combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

The unaudited pro forma condensed consolidated combined financial statements give effect to the Merger and other events contemplated by the Business Combination as described in this proxy statement/prospectus. The unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2022 combines the historical unaudited condensed consolidated balance sheet of Chijet as of June 30, 2022 with the historical unaudited condensed balance sheet of Jupiter Wellness Acquisition Corp. as of June 30, 2022, giving effect to the transactions as if they had occurred as of that date. The unaudited pro forma condensed consolidated combined statement of operations for the six months ended June 30, 2022 combines the historical unaudited condensed consolidated statement of operations of Chijet for the six months ended June 30, 2022 and the historical unaudited condensed statement of operations of Jupiter Wellness Acquisition Corp. for the six months ended June 30, 2022, giving effect to the transactions as if they had occurred as of the earliest period present. The unaudited pro forma condensed consolidated combined statement of operations for the period ended December 31, 2021 combines the historical audited consolidated statement of operations of Chijet for the year ended December 31, 2021, with the historical unaudited statement of operations of Jupiter Wellness Acquisition Corp. for the period from September 14, 2021 (inception) through December 31, 2021, giving effect to the transaction as if the Merger and other events contemplated by the Business Combination had been consummated on the beginning of the earliest period presented.

The unaudited pro forma condensed consolidated combined financial statements have been prepared for informational purposes only and are not necessarily indicative of what the Combined Company’s condensed financial position or results of operations actually would have been had the Business Combination been consummated prior to June 30, 2022, nor are they necessarily indicative of future results of operations. In addition, the unaudited pro forma condensed consolidated combined financial statements do not purport to project the future financial position or operating results of the Combined Company.

The unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2022 has been prepared using the following:

	●	unaudited historical condensed balance sheet of Jupiter Wellness Acquisition Corp. as of June 30, 2022;

	●	unaudited historical consolidated financial statements of Chijet Inc. June 30, 2022.

The unaudited pro forma condensed consolidated combined statement of operations for the six months ended June 30, 2022 has been prepared using the following:

●

unaudited historical statement of operations of Jupiter Wellness Acquisition Corp for the six months ended June 30, 2022 (not included elsewhere in this proxy statement/ prospectus);

●

unaudited historical consolidated statement of operations of Chijet Inc. for the six months ended June 30, 2022.

The unaudited pro forma condensed consolidated combined statements of operations for the period ended December 31, 2021 has been prepared using the following:

●

unaudited historical statement of operations of Jupiter Wellness Acquisition Corp for the period from September 14, 2021 (inception) through December 31, 2021 (not included elsewhere in this proxy statement/ prospectus);

●

Audited historical consolidated statement of operations of Chijet Inc. for the year ended December 31, 2021.

This information should be read together with Chijet’s and JWAC’s respective unaudited and audited financial statements and related notes, “Chijet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “JWAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Transaction

On October 25, 2022, JWAC entered into the Business Combination Agreement with Chijet, Pubco, Merger Sub and the Sellers (JWAC, together with Pubco, shall be referred to as “JWAC” in these unaudited pro forma condensed consolidated combined financial statements).

Subject to the terms and conditions set forth in the Business Combination Agreement at its Effective Time:

(a)

all of the outstanding Chijet Ordinary Shares will be exchanged for the right to receive Pubco Ordinary Shares;

(b)

all of the outstanding shares of JWAC Class B Common Stock will automatically be exchanged for JWAC Common Stock immediately prior to the Effective Time;

(c)

all of the outstanding JWAC Rights will be automatically exercised into JWAC Common Stock immediately prior to the Effective Time; and

(d)

all of the outstanding shares of JWAC Common Stock will be exchanged for the right to receive Pubco Ordinary Shares, and thereafter such JWAC Common Stock will be cancelled.

The amount of JWAC Rights held by each Rights Holder will be rounded up to the nearest whole share of JWAC Common Stock and this stock shall be exchanged for Pubco Ordinary Shares at the Effective Time. The Representative Warrant held by the Representative shall be exchanged for a substantially equivalent warrant exercisable to purchase Pubco Ordinary Shares. GT Warrant held by Greentree shall be exchanged for a substantially equivalent warrant exercisable to purchase Pubco Ordinary Shares.

The amount of Pubco Ordinary Shares that the Chijet Holders and our security holders described above receive in the Business Combination depends on the redemption price of JWAC Common Stock in the redemption described in this proxy statement/prospectus, which per share price determines the value of one share of Pubco Ordinary Shares under the terms of the Business Combination Agreement, for purposes of determining the consideration to be received by Chijet Holders and our security holders in the Business Combination.

The Chijet Holders will receive the number of Pubco Ordinary Shares in the Share Exchange that shall have an aggregate value equal to One Billion Six Hundred Million Dollars ($1,600,000,000), subject to certain Chijet Holders having an earnout which would adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674,000,000) based on certain post-Closing financial performance and stock price metrics of Pubco, described below, and all upon the terms and subject to the conditions set forth in the Business Combination Agreement.

The issuance of an amount of Pubco Ordinary Shares to certain Chijet Holders who are earnout participants, and who we refer to as the Earnout Participants, is subject to an Earnout equal in value to Six Hundred and Seventy Four Million U.S. Dollars ($674,000,000), with each of such shares being valued at the redemption price (such Pubco ordinary shares, subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, and together with the earnings thereof), and which we refer to as the Earnout Shares. The Earnout Shares shall be issued and registered by Pubco in the name of the Earnout Participants, but shall be subject to potential surrender and cancellation as provided in the Business Combination Agreement. Additionally, (i) all earnings, such as dividends or distributions, related to such Earnout Shares shall be held in a segregated escrow account (the “Escrow Account”), and (ii) the Earnout Participants will not be permitted to sell, assign, convey, pledge, hypothecate, transfer or otherwise dispose of the Earnout Shares (or any rights to the earnings thereon) (the “Earnout Transfer Restrictions”). Otherwise, the Earnout Shares shall have the same rights as the Pubco Ordinary Shares. Each of the Earnout Participants agrees that the Earnout Shares shall, at such time as more fully set out below, no longer be subject to potential cancellation and become free of the Earnout Transfer Restrictions, and that each of the Earnout Participants shall have the contingent right to receive a pro rata portion of the earnings (such pro rata allocation based on the number of Purchased Shares owned by such Earnout Participant, divided by the total number of Purchased Shares owned by all Earnout Participants). The Earnout Shares will cease to have any restrictions based on either meeting the criteria relating to (i) consolidated gross revenue or (ii) closing price of Pubco Ordinary Shares, and will vest in three tranches consisting of 30% for 2023, 30% for 2024 and any unvested amount for 2025 (in each case without giving effect to any prior surrenders of Earnout Shares and together with any Earnings thereon (as defined in the Business Combination Agreement), as described as follows:

(i)	The first tranche shall (i) vest based on gross revenues of Pubco and the Target Companies (including the period prior to Closing) as set forth in Pubco’s audited annual financial statements included in Form 20-F or 10-K filed with the SEC for the calendar year ended December 31, 2023 that exceed the gross revenue milestones specified in the Business Combination Agreement, or alternatively (ii) vest if the Pubco Ordinary Shares on the applicable Trading Market is at least $13.00 per share (as equitably adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like) for at least twenty (20) out of thirty (30) Trading Days, through and including the thirtieth (30^th) Trading Day after the date on which Pubco files its annual report with the SEC on Form 20-F or 10-K (such trading criteria being collectively the “Trading Criteria”), for the fiscal year ended December 31, 2023.
(ii)	The second tranche will likewise either (i) vest based on gross revenues set forth in Pubco’s audited annual financial statements included in Form 20-F or 10-K filed with the SEC for the calendar year ended December 31, 2024 that exceed the gross revenue milestones specified in the Business Combination Agreement; or (ii) based on meeting the Trading Criteria during the applicable period for the year ended December 31, 2024.
(iii)	Any remaining Earnout Shares not vested in the first or second tranches are eligible either to (i) vest based on gross revenues set forth in Pubco’s audited annual financial statements included in Form 20-F or 10-K filed with the SEC for the calendar year ended December 31, 2025 that exceed the gross revenue milestones specified in the Business Combination Agreement; or (ii) vest based on meeting the Trading Criteria during the applicable period for the year ended December 31, 2025.

The Transaction Consideration will be paid in the form of a number Pubco Ordinary Shares (the “Consideration Shares”), valued at the applicable redemption price (the “Closing Share Price”).

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Jupiter Wellness Acquisition Corp. will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Chijet Holders expecting to have a majority of the voting power of the Combined Company, Chijet comprising the ongoing operations of the Combined Entity, Chijet comprising a majority of the governing body of the Combined Company, and Chijet’s senior management comprising the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Chijet issuing stock for the net assets of Jupiter Wellness Acquisition Corp., accompanied by a recapitalization. The net assets of Jupiter Wellness Acquisition Corp. will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Chijet.

Basis of Pro Forma Presentation