Item 8.01. Other Events.

Pursuant to a letter dated March 31, 2023 from Nomura Securities International, Inc. ("Nomura") to Jupiter Acquisition Corporation (the "Company"), Nomura notified the Company that, among other matters, Nomura has waived its entitlement to payment of any and all amounts of the Underwritten Deferred Discount (as such term is defined in the Underwriting Agreement, dated as of August 12, 2021 (the "Underwriting Agreement"), 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) owed or payable to Nomura in accordance with the Underwriting Agreement.

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.

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