Item 1.01. Entry into a Material Definitive Agreement.
On May 1, 2023, Jupiter Wellness Acquisition Corp. (the "Company"), Chijet Motor
Company, Inc. ("Pubco") and Chijet Holdings Limited (the "Subject Seller")
entered into non-redemption agreements (each, a "Non-Redemption Agreement") with
certain holders of Class A common stock, par value $0.0001 per share (the "Class
A Shares"), of the Company, some of which are members of the Company's sponsor,
Jupiter Wellness Sponsor LLC (the "Sponsor"), including Jupiter Wellness
Investment Corp. (each, a "Holder," and collectively, the "Holders"), where each
Holder agreed to (i) not transfer their Class A Shares prior to the consummation
(the "Closing") of the Company's initial business combination (the "Business
Combination") with Pubco and Chijet Inc., (ii) not request redemption with
respect to their Class A Shares at the special meeting of shareholders of the
Company (the "Special Meeting") to seek shareholder approval for, among other
things, the Business Combination, and (ii) reverse any previously submitted
redemption demand in connection with the Business Combination with respect to
the Class A Shares. The Non-Redemption Agreements are for approximately 0.53
million Class A Shares (the "Subject Shares") (of which approximately 0.34
million Class A Shares are held by members of the Sponsor) and should result in
an additional approximately $5.6 million in funds staying in the Company's trust
account at the Closing (of which approximately $3.6 million in funds is
attributable to members of the Sponsor).
In consideration for agreeing not to redeem their Class A Shares, the Subject
Seller, through Pubco, agreed to provide down-side protection to each Holder,
whereby, in the event that within 90 days after the Closing, the daily
volume-weighted average price of the Pubco ordinary shares for each trading day
during any 10 consecutive trading day period is less than: (i) $10.00, the
Subject Seller will transfer and surrender to Pubco for cancellation in the
aggregate a number of Pubco ordinary shares equal to the number of Subject
Shares that such Holder owns and has not transferred as of the end of such 10
consecutive trading day period, and Pubco will cancel such shares and issue to
such Holder a number of new Pubco ordinary shares equal in the aggregate to the
number of such Pubco ordinary shares that are surrendered; and (ii) $5.00, in
addition to the shares forfeited at such $10.00 threshold, the Subject Seller
will transfer and surrender to Pubco for cancellation in the aggregate an
additional number of Pubco ordinary shares equal to the number of Subject Shares
that such Holder owns and has not transferred as of the end of such 10
consecutive trading day period, and Pubco will cancel such shares and issue to
such Holder a number of new Pubco ordinary shares equal in the aggregate to the
number of such shares that are surrendered (together with such shares issued by
Pubco under clause (i), the "Downside Protection Shares").
In addition, Pubco agreed to file with the U.S. Securities and Exchange
Commission (at Pubco's sole cost and expense) a registration statement
registering the resale of any Downside Protection Shares and any Subject Shares
as necessary, and Pubco agreed to use its commercially reasonable efforts to
have such registration statement declared effective as soon as practicable after
the filing thereof.
In the Non-Redemption Agreements, the Holders also agreed to a customary waiver
against the Company's trust account. The Non-Redemption Agreements are not
expected to increase the likelihood that the business combination is approved by
shareholders but will increase the amount of funds that remain in the Company's
trust account following the Special Meeting.
The foregoing description of the Non-Redemption Agreements do not purport to be
complete and are qualified in their entirety by reference to the form of
Non-Redemption Agreement filed hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Non-Redemption Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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