Jupiter Founders LLC - Aug 25, 2021 Form 4 Insider Report for Jupiter Acquisition Corp (JAQC)

Role: 10%+ Owner
Signature: /s/ Alan I. Annex, Attorney-in-Fact
Stock symbol: JAQC
Transactions as of: Aug 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/26/2021, 06:49 PM
Previous filing: Aug 17, 2021
Next filing: Apr 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JAQC	Class A common stock	Purchase		+7.38K	+1.73%		433K	Aug 25, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	JAQC	Class B common stock	Other		-325K	-10.46%		2.78M	Aug 25, 2021	Class A common stock	325K		Direct	F2, F3, F4
holding	JAQC	Class B common stock						900K	Aug 25, 2021	Class A common stock	900K		See footnote	F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with the underwriters' election to partially exercise the over-allotment option granted in connection with the Issuer's initial public offering, Jupiter Founders LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 7,375 additional units (the "Additional Private Placement Units") in a private placement for an aggregate purchase price of $73,750. Each Additional Private Placement Unit consists of one share of Class A common stock and one-half of one warrant. The reported shares are the 7,375 shares of Class A common stock included in such Additional Private Placement Units. The warrants included in the Additional Private Placement Units will become exercisable, if at all, on the later of 30 days after the completion of the Issuer's initial business combination (the "Business Combination") and August 17, 2022, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.
F2	The securities are held directly by the Sponsor and indirectly by James N. Hauslein as the manager of the Sponsor. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Hauslein and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3	The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-248411) (the "Registration Statement") and have no expiration date.
F4	324,658 shares of Class B common stock were forfeited by the Sponsor to the Issuer at no cost in connection with the underwriters' forfeiture of the remaining portion of their over-allotment option, as described in the Registration Statement.
F5	The shares are held directly by Jupiter Founders Subsidiary LLC (the "Sponsor Subsidiary") and indirectly by each of the Sponsor, as the managing member of the Sponsor Subsidiary, and Mr. Hauslein, as the manager of the Sponsor. Each of the Sponsor and Mr. Hauslein disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.