References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Jupiter Wellness Acquisition Corp. References to our
"management" or our "management team" refer to our officers and directors, and
references to the "Sponsor" refer to Jupiter Wellness Sponsor LLC. The following
discussion and analysis of the Company's financial condition and results of
operations should be read in conjunction with the financial statements and the
notes thereto contained elsewhere in this Quarterly Report.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Exchange Act that are not historical facts, and involve
risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of
historical fact included in this Quarterly Report including, without limitation,
statements in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are
forward-looking statements. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
management's current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of the
Company's final prospectus for its initial public offering filed with the U.S.
Securities and Exchange Commission (the "SEC"). The Company's securities filings
can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except
as expressly required by applicable securities law, the Company disclaims any
intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on
September 14, 2021 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses. We intend to effectuate our
business combination using cash from the proceeds of the initial public offering
and the sale of the private units, our capital stock, debt or a combination of
cash, stock and debt.
All activity through December 31, 2022 relates to our formation, initial public
offering, and search for a prospective Initial Business Combination.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception through December 31, 2022 were organizational
activities and those necessary to prepare for the initial public offering,
described below, and searching for a prospective Initial Business Combination.
We do not expect to generate any operating revenues until after the completion
of our Initial Business Combination. We expect to generate non-operating income
in the form of interest income on marketable securities held after the initial
public offering. We incur expenses as a result of being a public company (for
legal, financial reporting, accounting and auditing compliance), as well as for
due diligence expenses related to our search for targets for our Initial
Business Combination.
For the three months ended December 31, 2022, we had a net income of $773,473,
which consisted of operating costs of $408,986 and other income of $1,182,459.
For the three months ended December 31, 2021, we had a net losses of $125,577,
which consisted of operating costs of $126,123 and other income of $546.
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Liquidity and Capital Resources
On December 9, 2021, we consummated the initial public offering of 13,800,000
units, which included the full exercise of the underwriter's option to purchase
up to an additional 1,800,000 units at the initial public offering price to
cover over-allotments, at a price of $10.00 per unit, generating gross proceeds
of $138,000,000. Simultaneously with the closing of the initial public offering,
we consummated the sale of 629,000 placement units at a price of $10.00 per
placement unit in a private placement to the Sponsor and I-Bankers Securities,
Inc., generating gross proceeds of $6,290,000.
Following the initial public offering and the private placement, a total of
$139,380,000 was placed in the trust account. We incurred $7,985,917 consisting
of $2,760,000 in cash of underwriting commissions, $4,830,000 of business
combination marketing fee, and $395,917 of other offering costs.
As of December 31, 2022, we had marketable securities held in the Trust Account
of $142,735,875 consisting of both cash and U.S. treasury bills with a maturity
of 185 days or less.
We had $320,408 of cash held outside of the Trust Account as of December 31,
2022. The Company did not have any cash equivalents as of December 31, 2022.
We intend to use substantially all of the funds held in the trust account,
including any amounts representing interest earned on the trust account to
complete our business combination. We may withdraw interest to pay taxes. To the
extent that our capital stock or debt is used, in whole or in part, as
consideration to complete our business combination, the remaining proceeds held
in the trust account will be used as working capital to finance the operations
of the target business or businesses, make other acquisitions and pursue our
growth strategies.
We intend to use the funds held outside the trust account primarily to identify
and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations
of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a business combination, our Sponsor or an affiliate of our
Sponsor or certain of our officers and directors may, but are not obligated to,
loan us funds as may be required. If we complete a business combination, we may
repay such loaned amounts out of the proceeds of the trust account released to
us. In the event that a business combination does not close, we may use a
portion of the working capital held outside the trust account to repay such
loaned amounts, but no proceeds from our trust account would be used for such
repayment. Up to $1,500,000 of such loans may be convertible into units, at a
price of $10.00 per unit, at the option of the lender. The units would be
identical to the placement units.
We anticipate that the $320,408 outside of the Trust account as of December 31,
2022 will not be sufficient to allow us to operate for at least the next 12
months, assuming that a Business Combination is not consummated during that
time. Moreover, we may need to obtain additional financing to consummate our
Initial Business Combination but there is no assurance that new financing will
be available to us on commercially acceptable terms. Furthermore, if we are not
able to consummate a Business Combination by March 9, 2023, it will trigger our
automatic winding up, liquidation and dissolution. We may extend the Combination
Period by up to three months if the Sponsor deposits $1,380,000 into our Trust
Account for three-month extension but there is no assurance that the Sponsor
will do so. These conditions raise substantial doubt about our ability to
continue as a going concern.
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed financial statements in conformity
with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the unaudited condensed financial
statements and the reported amounts of expenses during the reporting period. We
don't believe there are any critical accounting policies or estimates.
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Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2022.
Common Stock Subject to Possible Redemption
All of the 13,800,000 shares of Class A common stock sold as part of the Units
in the IPO contain a redemption feature. In accordance with the Accounting
Standards Codification 480-10-S99-3A "Classification and Measurement of
Redeemable Securities", redemption provisions not solely within the control of
the Company require the security to be classified outside of permanent equity.
Ordinary liquidation events, which involve the redemption and liquidation of all
of the entity's equity instruments, are excluded from the provisions of ASC 480.
The change in the carrying value of redeemable shares of common stock resulted
in charges against additional paid-in capital and accumulated deficit.
Accordingly, at December 31, 2022, the shares of Class A common stock subject to
possible redemption in the amount of $142,535,875 were presented as temporary
equity, outside of the stockholders' equity section of the Company's balance
sheet.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than described below.
We have engaged I-Bankers Securities, Inc. as an advisor in connection with our
business combination to assist us in holding meetings with our stockholders to
discuss the potential business combination and the target business' attributes,
introduce us to potential investors that are interested in purchasing our
securities in connection with our initial business combination, assist us in
obtaining stockholder approval for the business combination and assist us with
our press releases and public filings in connection with the business
combination. We will pay I-Bankers Securities, Inc. a cash fee of $4,830,000 for
such services upon the consummation of our initial business combination
(exclusive of any applicable finders' fees which might become payable).
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the period reported. Actual results could materially differ from those
estimates. We have not identified any critical accounting policies.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our
condensed financial statements.
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