Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 9, 2023, Jupiter Acquisition Corporation (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a) (the "Annual Stockholders Meeting Rule") due to the Company's failure to hold an annual meeting of stockholders within twelve months of the end of the Company's fiscal year end. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on the Nasdaq Capital Market.

In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Notice states that the Company has 45 calendar days, or until February 23, 2023, to submit a plan to regain compliance with the Annual Stockholders Meeting Rule. The Company intends to submit to Nasdaq a plan to regain compliance with the Annual Stockholders Meeting Rule within the required timeframe. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the Company's fiscal year end, or until June 29, 2023, to regain compliance with the Annual Stockholders Meeting Rule. If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.





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 Company's ability to submit a plan to regain compliance with the Annual Stockholders Meeting Rule that is satisfactory to Nasdaq and the Company's ability to regain compliance with the Annual Stockholders Meeting Rule within the required timeframe. 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, including those risks set forth in the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission (the "SEC"). Copies of such filings are available on the SEC's website at www.sec.gov. 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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