According to our mathematical analysis model, we expect Chijet Motor (CJET) to go up on June 13th Tuesday and 14th Wednesday next week.
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Chijet Motor Company, Inc. has completed the acquisition of Jupiter Wellness Acquisition Corp. (NasdaqGM:JWAC) from a group of shareholders in connection with a reverse merger transaction.
On January 28, 2022, Chijet Motor Company, Inc. signed a letter of intent to acquire Jupiter Wellness Acquisition Corp. (NasdaqGM:JWAC) from a group of shareholders in connection with a reverse merger transaction. Chijet Motor Company, Inc. has signed a definitive business combination agreement to acquire Jupiter Wellness Acquisition Corp. from a group of shareholders for $1.5 billion in a reverse merger transaction on October 25, 2022. The business combination assigns Chijet an implied enterprise value of an aggregate amount of $1.6 billion. Chijet will receive the number of Jupiter shares in the share exchange which will have an aggregate value equal to $1.6 billion, comprising the amount of 152.4 million Jupiter shares, subject to certain Chijet having a complement award (the oEarnouto) that would adjust downward the consideration they receive up to $674 million, through the issuance of up to 64.2 million shares, based on certain post financial performance measures -closing and stock price of Jupiter, and all on the terms and subject to the conditions. After the acquisition, Chijet will hold an approximate 85.9% stake and current JWAC shareholders, including Jupiter Wellness Sponsor LLC, will hold an approximate 10.8% stake, while I-Bankers and Greentree will hold an equity stake. approximately 3.3% in the combined company. Both Chijet and JWAC will be acquired by a newly created holding company, Chijet Motor Company, Inc. (oPubcoo), which is expected to be listed on the Nasdaq stock market (oNasdaqo). Hongwei Mu, Chairman of Chijet, and the current management team will lead the new company.
The transaction is subject to JWAC shareholder approval and other customary closing conditions, including Pubco’s registration statement by the United States Securities and Exchange Commission (oSECo), required regulatory approvals, the fact that JWAC must have consolidated net tangible assets of at least $5,000,001, the amendment of the charter, the status of foreign private issuer, the listing on Nasdaq and the expiration of the applicable waiting period in under the HSR Act. The Boards of JWAC and Chijet have unanimously approved the proposed transaction. Jupiter Wellness Acquisition Corp has made the required payment of $1,380,000 to the escrow account and accordingly the period to effect a business combination has been extended to March 8, 2023, subject to the right of extension an additional 90 days. On March 6, 2023, JWAC today announced that the Company intends to extend the period it has to complete its first business combination by three months from March 8, 2023 to June 8, 2023. Effective March 9, 2023, the special meeting of shareholders of Jupiter Wellness Acquisition will be held virtually on March 29, 2023. As of April 19, 2023, the special meeting of shareholders of JWAC, originally scheduled for April 20, 2023, has been postponed to April 2, 2023. May 2023. The transaction was approved by shareholders of Jupiter Wellness Acquisition on May 2, 2023. The transaction is currently expected to close before the end of the first quarter of 2023, provided the closing conditions are satisfied. The transaction is expected to close on May 15, 2023. As of May 12, 2023, JWAC has not yet satisfied all necessary closing conditions and does not currently expect closing to occur by May 15, 2023. As of May 25, 2023, the transaction is still in progress as the closing conditions of the business combination have not yet been satisfied. Upon completion of the transaction, Chijet currently expects proceeds of approximately $140.2 million before payment of transaction fees, which will be used for the construction of Chijet’s electric vehicle manufacturing base in Yantai and for finance the operations of the company.
GF Securities (Hong Kong) Brokerage Limited acted as financial advisor to JWAC. Gregory Sichenzia and Arthur Marcus of Sichenzia Ross Ference LLP served as legal counsel to JWAC. Barry I. Grossman and Matthew A. Gray of Ellenoff Grossman & Schole LLP and Bruce Zhao of Beijing Jincheng Tongda Law Firm are legal counsel to Chijet. American Stock Transfer & Trust Company LLC acted as transfer agent and Advantage Proxy, Inc. acted as proxy solicitor for JWAC. JWAC has agreed to pay the Proxy Solicitor a fee of $10,000 plus an estimated fee of $1,500.