Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of the financial statements of Jupiter Acquisition Corporation (the "Company") as of September 30, 2021, the Company's management identified that, at the closing of the Company's initial public offering on August 17, 2021 (the "IPO"), the Company had improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001, in accordance with the Company's amended and restated certificate of incorporation. The Company's management determined that the shares of Class A common stock issued during the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company's control. Therefore, the Company's management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the shares of Class A common stock subject to possible redemption being equal to their redemption value. As a result, the Company's management has noted a classification adjustment related to temporary equity and permanent equity.

Therefore, on November 15, 2021, the Company's management and the audit committee of the Company's board of directors (the "Audit Committee"), after consultation with Marcum LLP ("Marcum"), the Company's independent registered public accounting firm, concluded that the Company's previously issued audited balance sheet as of August 17, 2021 (the "IPO Balance Sheet"), filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on August 23, 2021, should be restated to report all shares of Class A common stock subject to possible redemption as temporary equity and should no longer be relied upon. As such, the Company has restated the IPO Balance Sheet in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (the "Q3 Form 10-Q"), as described therein. The restatement had no impact on the Company's previously reported total assets, liabilities or operating results.

The Company's management has concluded that in light of the classification adjustment described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. The Company's remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q.

The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.





Forward-Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company's restatement of certain historical financial statements and any proposed remediation measures with respect to the identified material weakness. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.





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