Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, Nomura Securities International, Inc. ("Nomura")
notified Jupiter Acquisition Corporation (the "Company"), pursuant to a letter
dated March 31, 2023, among other matters, that Nomura waived its entitlement to
payment of the deferred fee payable to Nomura pursuant to the Underwriting
Agreement, dated as of August 12, 2021, between the Company and Nomura, as
representative of the several underwriters named therein, included as Exhibit
1.1 to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 18, 2021 (the "Underwriting Agreement").
On April 12, 2023, Brookline Capital Markets, a division of Arcadia Securities,
LLC ("Brookline") and Ladenburg Thalmann & Co. Inc. ("Ladenburg" and, together
with Brookline, the "Underwriters"), constituting all of the underwriters named
in the Underwriting Agreement (other than Nomura), notified the Company pursuant
to a letter dated as of April 6, 2023 (the "Letter Agreement"), that each of the
Underwriters will accept 150,000 common shares of the surviving company of the
Company's initial business combination in full satisfaction of the aggregate
$1,469,991 that would be payable to the Underwriters upon the closing of the
Company's initial business combination pursuant to the Underwriting Agreement. A
copy of the Letter Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference
The Company continues to search for potential target companies to complete an
initial business combination, but there can be no assurance that such a
transaction will be completed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Letter Agreement, dated August 12, 2021, from the Underwriters to the
Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
1
© Edgar Online, source Glimpses
JUPITER ACQUISITION CORPORATION 
